Goyal Associates Ltd.
|BSE: 530663||Sector: Financials|
|NSE: N.A.||ISIN Code: INE912B01032|
|BSE 15:05 | 07 Jul||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Goyal Associates Ltd. (GOYALASSOCIATES) - Director Report
Company director report
Your Directors have pleasure in presenting their 22nd Annual Report on the business andoperations of the Company together with the audited financial statements for the financialyear ended March 31st 2016.
(Amount in Lacs)
The Company being a Non Banking Financial Company (NBFC) is currently engaged in thefinancial activities. The business of the Company largely depends on the policies by theReserve Bank of India Ministry of Finance as well as Global volatility in the financialmarket.
The Company has not undergone any changes in the nature of the business during thefinancial year.
Internal Financial Control Systems and their Adequacy
The directors have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.
The Directors have not recommended any dividend for the financial year 2015-16.
No amount was transferred to reserves during the year.
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 companyas no dividend has been declared during the year.
Being a non-deposit taking Company your Company has not accepted any deposits from thepublic within the meaning of the provisions of the Non-Banking Financial CompaniesAcceptance of Public Deposits (Reserve Bank) Directions 1998.
Significant and Material Orders
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status or companys operation in future.
Details of Subsidiary/Joint Ventures/Associate Companies
The company does not have any subsidiary/ Joint Ventures/ Associate Companies.
The Statutory Auditors M/s R M Jain & Associates Chartered Accountants holdoffice till the conclusion of the ensuing Annual General Meeting and are recommended forre-appointment. The certificate from the Auditors have been received to the effect thattheir re-appointment if made would be within the prescribed limit under section 141 ofthe Companies Act 2013.
The observations made by the Auditors are self- explanatory and do not require anyfurther clarification. Further the explanations or comments by the Board on everyqualification reservation or adverse remark or disclaimer made by the auditor in hisreport are annexed.
Secretarial Audit Report
The Secretarial Audit Report has been given by Mr. Anand Kumar Khandelia CompanySecretaries and there is no qualification reservation or adverse remark or disclaimermade by the company secretary in the secretarial audit report.
Internal Audit Report
M/S JAIN SONU & ASSOCIATES Chartered Accountants the internal auditor hassubmitted her report based on the internal audit conducted during the year.
A) Changes in Directors and Key Managerial Personnel
Mrs. Roopam Goel who was appointed as an Additional Executive Director at the BoardMeeting held on 31/03/2015 was regularized at the Annual General Meeting held on30/09/2015. Further she was also appointed as the Chief Financial Officer of the Companyw.e.f. 12/08/2015.
B) Declaration by an Independent Director(s) and re- appointment
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down in Section 149(6) of the Companies Act 2013.
C) Formal Annual Evaluation
In compliance with the Schedule IV of the Companies Act 2013 a meeting of theIndependent Directors of the company was held to review and evaluate the performance ofthe NonIndependent Directors and the chairman of the company taking into account the viewsof the Executive Directors and Non- Executive Directors assessing the quality quantityand timeliness of flow of information between the company management and the Board andalso 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 toconduct the Familiarisation Programme for Independent Directors (IDs) to familiarise themabout their roles rights responsibilities in your Company nature of the industry inwhich your Company operates business model of your Company etc. through variousinitiatives. The details of such familiarization programmes are available on yourCompanys website www.goyalassociatesltd.com.
Extract of Annual Return
An extract of Annual Return as on the financial year ended on March 31 2016 in FormNo. MGT-9 as required under Section 92(3) of the Companies Act 2013 read with Rule 12(1)of the Companies (Management and Administration) Rules 2014 is set out as an annexure tothe Directors Report and forms part of this Annual Report.
Change of Registrar and Share Transfer Agent
With reference to the SEBI ORDER No WTM/RKA/MIRSD2/41/2016 dated 22nd March2016 in the matter of Sharepro Services (I) Pvt SEBI has directed the company to changeits Registrar and Share Transfer Agent. The company is in the process of the same.
Share Capital and Capital Restructuring Issue of equity shares with differentialrights
The Company has not issued any of its securities with differential rights during theyear 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 stockoption scheme to the employees.
During the financial year ended the paid up share capital of the company was reducedfrom Rs. 50750000 to Rs. 2537500 as approved by the Honorable High Court AhmedabadGujarat. Further the company has issued 44400000 equity shares of Re 1/- each amountedto Rs. 44400000/- on preferential basis to promoter / non-promoter on 30thMarch 2016 as approved by the shareholders at the extra ordinary general meeting held on23rd March 2016. As a result the paid up share capital amounts to Rs.46937500 as on 31st March 2016.
Conservation of energy Technology absorption and Foreign exchange earnings andOutgo
The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure ofparticulars of conservation of energy and technology absorption prescribed by the rulesare not applicable to our company. The company does not have any Foreign Exchangetransactions during the financial year.
Corporate Social Responsibility (CSR)
As the company does not have net worth of rupees five hundred crore or more orturnover of rupees one thousand crore or more or a net profit of rupees five crore or moreduring any financial year the disclosures as per Rule 9 of Companies (Corporate SocialResponsibility Policy) Rules 2014 is not applicable.
Number of meetings of the Board of Directors
During the year Eight Board Meetings were held on 29/05/2015 06/08/2015 12/08/201501/09/201506/11/2015 21/12/2015 12/02/2016 and 30/03/2016.
Committees of the Board
Currently the Board has three committees: the Audit Committee the Nomination andRemuneration Committee and Stakeholders Relationship Committee. A detailed note onthe composition of the Board and its committees is provided in the corporate governancereport section of this Annual Report.
Details of establishment of vigil mechanism for directors and employees
Pursuant to sub-section (9) & (10) of section 177 of the Companies Act 2013 readwith rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 the Companyhas established a Whistle Blower Policy (Vigil mechanism) for Directors and Employees ofthe Company to report their genuine concerns or grievances.
Sexual Harassment Of Women At Work Place
The Company has in place a policy in line with the requirements of The SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013.Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this Policy. There were nil complaints received during the year underreview.
Particulars of Loans Guarantees or Investments
The provisions of section 186 in respect to Loans Guarantees or Investments of theCompanies Act 2013 have been complied with.
Particulars of Contracts or Arrangements with Related Parties:
Your company has no material individual transactions with its related parties which arecovered under section 188 of the Companies Act 2013 which are not in the ordinary courseof business and not undertaken on an arms length basis during the financial year2015-16.
The Company incurred losses during the year so the Company has not provided anyManagerial Remuneration to the Directors.
Corporate Governance Certificate
The Corporate Governance certificate from the auditor regarding compliance ofconditions of corporate governance as stipulated by SEBI (LODR) Regulations 2015 has beenannexed with the report.
Corporate Governance and Management Discussion & Analysis Reports
The Corporate Governance Report and Management Discussion & Analysis Report havebeen annexed with the report.
Risk management policy
The company does not have any Risk Management Policy as the element of risk threateningthe Companys existence is very minimal.
The Company discloses standalone unaudited financial results on a quarterly basisaudited financial results on an annual basis. Your Company has complied with all the normsprescribed by the Reserve Bank of India (RBI) including the Fair practices Anti MoneyLaundering and Know Your Customer (KYC) guidelines.
The Company is engaged in the Business of Non Banking Financial Institution and it hasobtained a certificate of Registration from the Reserve Bank of India. The Company has notaccepted any deposit from the public. The Company has complied with the prudential normsrelating to the Income Recognition Accounting Standards asset classification andprovisioning for bad and doubtful debts as applicable to it in terms of Non BankingFinancial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank)Directions -2007.
Non-banking Finance Companies (NBFCs) like Asset Finance Companies (NBFC-AFCs) andInfrastructure Finance Companies (NBFC-IFCs) form an integral part of the financial fabricof the Indian economy. Most of the banks are unable to cater to the finance needs ofmicro small and medium enterprises (MSMEs) and it is these NBFCs which bridge the gap andact as an extended arm of the banking system in India.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirmthat
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(d the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(a) 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 thecompany and that such internal financial controls are adequate and were operatingeffectively and
(f the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Your Directors would like to express their appreciation of the co-operation andassistance received from the shareholders bankers and other business constituents duringthe year under review
For and on behalf of the Board of Directors