The Directors of the Company present their 30th Annual Report and the audited Annual Accounts for the yearended 31st March, 2024.
Financial Results:
Particulars
Current Year2023-24
Previous Year2022-23
Revenue from Operations
375.07
340.67
Other Income
0.59
0.00
Total Income
375.66
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. Thebusiness of the Company largely depends on the policies by the Reserve Bank of India, Ministry of Finance as wellas 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 internalfinancial 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 DurgaTulasi 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 hasbeen 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 goingconcern 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 (FRN117227W), were appointed as the Statutory Auditors of the Company for a term of 3 years to hold office fromthe conclusion of the 27th Annual General Meeting until the conclusion of the 30th Annual General Meeting ofthe 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 theCompany for a term of 5 years to hold office from the conclusion of the ensuing 30th AGM until the conclusion ofthe 35th 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 reviewdoes not contain any qualification, reservations or adverse remarks. The Notes to the Accounts referred to in theAuditors' 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 notreported 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 ofManagerial 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 March31, 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 ofSEBI (LODR) Regulations, 2015, Management Reply: The Company will issue financial Results inNewspaper 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 AnnualListing Fees for the year 2023 - 2024, Management Reply: The Company paid Annual Listing Feesfor the year 2023-24 on 09.01.2024.
3. The Application for Re-Classification of Promoters is pending, Management Reply: Theapplication 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 applicableSecretarial Standards issued by the Institute of Company Secretaries of India ('ICSI') and that such systems wereadequate and operating effectively.
Reporting of Fraud by Auditors
During the year under review, neither the statutory auditors nor the secretarial auditors has reported to theAudit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed againstthe Company by its officers or employees, the details of which would need to be mentioned in the Board'sreport.
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 IndependentDirector of the company w.e.f. 19th 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 5thMay, 2023.
Mrs. Radhika Bathula has been appointed as the Chief Financial Officer of the company w.e.f. 24th July, 2023.
Designation of Mr. Bheemdi Raghuram Reddy had changed from Manager to Chief Executive Officer of thecompany w.e.f. 30th May, 2024.
Declaration by an Independent Director(s)
The Company has received necessary declarations from all the Independent Directors under Section 149(7) ofthe 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 andSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
b) They are not aware of any circumstance or situation, which exist or may be reasonably anticipated, thatcould impair or impact their ability to discharge their duties with an objective independent judgmentand 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 byIndian Institute of Corporate Affairs as envisaged under Companies (Appointment and Qualification ofDirectors) Fifth Amendment Rules, 2019, as applicable and they hold valid registration certificate withData 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 thecompany 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 CompanyManagement 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 FamiliarizationProgramme for Independent Directors (IDs) to familiarize them about their roles, rights, responsibilities in yourCompany, 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 andAdministration) Rules, 2014 as amended from time to time, the extract of Annual Return in Form MGT-9 of theCompany 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 theemployees.
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 ofconservation 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 OneThousand Crores or more or a Net Profit of Rupees Five Crores or more during any financial year, the disclosuresas 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 03rd June 2023, 24th July 2023, 14th August 2023, 05thSeptember 2023, 10th November 2023, 14th November 2023 and 14th February 2024.
Audit Committee:
The Audit Committee of the Board of Directors meets the criteria laid down under Section 177 of the CompaniesAct, 2013, read with the provisions of Regulation 18 of Securities and Exchange Board of India (Listing Obligationand 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
Nomination and Remuneration Committee:
The nomination and remuneration committee of the Board of Directors meets the criteria laid down undersection 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.
Mr. Vikram Singh Thakur
Stakeholder Relationship Committee:
The stakeholders relationship of the Board of Directors meets the criteria laid down under section 178 read withthe provisions of Regulation 20 of (Listing Obligation and Disclosure Requirement) Regulations, 2015 in the termsof reference to the Stakeholder Relationship Committee.
Code of Conduct:
The Board has adopted a Policy for code of conduct for all Board members and senior management of thecompany as their responsibility to understand and follow the Code of Business Conduct. The term seniormanagement means personnel of the company who are members of its core management team excluding Boardof Directors. Normally the code of conduct reflects general principles to guide employees in making ethicaldecisions. This Code outlines fundamental ethical considerations as well as specific considerations that need tobe maintained for professional conduct. The Details Code of Conduct is also available at Company's Website atinfo.goyalass@gmail.com.
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 andprocedures for fair disclosure of unpublished price sensitive information and has been made available on theCompany's website at info.goyalass@gmail.com.
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 andaccordingly, has framed a robust vigil mechanism in the form of Whistle Blower policy. This policy enables itsdirectors and employees of the Company or any other person who avails the mechanism framed under thispolicy to report concerns about unethical or improper practices or alleged wrongful conduct, actual or suspectedfraud etc., without any fear of discrimination or victimisation of any kind. This policy protects such directors andemployees from unfair or prejudicial treatment by anyone within the Company. It also provides direct access tothe chairman of the Audit committee. Details of vigil mechanism/whistle blower policy are included in theCorporate 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 constitutedInternal 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 reporton 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 notapplicable 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 section188 of the Companies Act, 2013, which are not in the ordinary course of business and not undertaken on anarm'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 thereport (Annexure 1).
Risk Management Policy:
The Company does not have any Risk Management Policy as the element of risk threatening the Company'sexistence 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 alongwith proper explanation relating to material departures;
(b) The directors have selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of thecompany 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 inaccordance with the provisions of this Act for safeguarding the assets of the company and for preventing anddetecting 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 suchinternal 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 lawsand 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 theCompany under the Insolvency and Bankruptcy Code, 2016.
Details of Difference between Valuation amount on one time Settlement and Valuation while Availing Loanfrom Banks and Financial Institutions:
During the year under review, there has been no one time Settlement of loans taken from Banks and FinancialInstitutions.
Acknowledgement:
Your Directors would like to express their appreciation of the co-operation and assistance received from theshareholders, bankers and other business constituents during the year under review.
For and on behalf of the Board of DirectorsFor Goyal Associates Limited
Sd/- Sd/-
Vuppala Naga Malleswara Rao Bheemdi Raghuram Reddy
Chairman CEO
(DIN:08858080)
Date: 05/09/2024Place: Vadodara