To The Members Goyal Associates Limited
The Directors of the Company present their 27th Annual Report and theaudited Annual Accounts for the year ended 31st March 2021.
(Amount in Lakhs)
|Particulars ||Current Year 2020-21 ||Previous Year 2019-20 |
|Revenue from Operations ||116.58 ||361.55 |
|Other Income ||0.00 ||0.00 |
|Total Income ||116.58 ||361.55 |
|Total Expense ||110.43 ||342.05 |
|Profit/(Loss) after Tax ||6.15 ||16.46 |
|Earning Per Share ||0.01 ||0.04 |
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 2020-21.
Transfer to Reserves:
The Company proposes to transfer a sum of twenty percent of its net profit to StatutoryReserve.
Change in the Nature of Business:
During the year under review there was no change in the nature of the business of theCompany.
During the reporting period the company has opened its new corporate office at 134& 141 Sri Durga Tulasi Apartments Dwarakapuri Colony Adjacent to Sri Sai Baba templePanjagutta Hyderabad 500082 Telangana.
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.
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 ortribunals 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.
M/s. D GMS & Co. (Formerly known as M/s Doshi Maru & Associates) (CharteredAccountants) (Firm Registration number: 0112187W) as the Statutory Auditors of the Companyfor a period of five years from the conclusion of Twenty-Fifth Annual General Meetinguntil the conclusion of the Thirtieth Annual General Meeting. M/s. D GMS & Co.(Formerly known as M/s Doshi Maru & Associates) vide their e mail communication datedNovember 5 2020 have informed the Company that due to commercial reasons they will notbe able to continue as the Statutory Auditors of the Company and would like to resign asthe Statutory Auditors of the Company w.e.f. November 5 2020 which has resulted into acasual vacancy in the office of the Statutory Auditors of the Company.
M/s.Parekh Sharma & Associates Chartered Accountants (Firm Registration No:129301W) were appointed as the Statutory Auditors of the Company through Postal Ballot ofthe company held on 01st February2021 to fill the casual vacancy caused by theresignation of DGMS till the conclusion of next Annual general Meeting. However we wishto inform you that M/s. M/s.Parekh Sharma & Associates Chartered Accountants haveexpressed their ineligibility to continue as statutory auditors of the Company and havesubmitted their resignation letter dated September 02 2021 as Statutory Auditors of theCompany considering the current fees level are not commensurate to the costs/efforts andthereby resulting into a casual vacancy in the office of Statutory Auditors of thecompany.
Pursuant to the provisions of Section 139(8) of the Act read with Companies (Audit andAuditors) Rules 2014 (including any statutory modification or amendment thereto orre-enactment thereof for the time being in force) and all other applicable laws if anycasual vacancy caused by the resignation of Auditors can be filled by the Board subject tothe approval of the members within three months of the recommendation of the Board.Therefore as per the recommendation of the Audit Committee the Board proposes andrecommends that M/s.
D P Sarda & Co. Chartered Accountants (Firm Registration No: 117227W) beappointed as the Statutory Auditors of the Company to fill the casual vacancy caused bythe resignation of M/s Parekh Sharma and Associates Chartered Accountants
The Statutory Auditors' Report issued by M/s Parekh Sharma & Associates CharteredAccountants for the year under review does not contain any qualification reservations oradverse remarks. The Notes to the Accounts referred to in the Auditors' Report areself-explanatory and therefore do not call for any further clarifications under Section134(3)(f) of the Act. Further pursuant to Section 143(12) of the Act the StatutoryAuditors of the Company have not reported any instances of frauds committed in the Companyby its officers or employees.
Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed Mr. Suhas Bhattbhatt Practicing Company Secretaries for conductingSecretarial Audit of the Company for FY 2020-21. The Report of the Secretarial Audit isannexed herewith as Annexure IV to this Report.
Compliance of Secretarial Standards.
The Directors have devised proper systems and processes for complying with therequirements of applicable Secretarial Standards issued by the Institute of CompanySecretaries of India (ICSI') and that such systems were adequate and operatingeffectively.
Reporting of Fraud by Auditors
During the year under review neither the statutory auditors nor the secretarialauditors has reported to the Audit Committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's report.
A) Changes in Directors
During the year there was casual vacancy caused due to personal exigencies of Mr. RahulSharma as Independent Director and Mr. Jaipal Singh Barsi as Independent Director of thecompany. The Board of Directors placed on record its sincere appreciation for the valuableguidance and immense contributions made by both of the Directors during their tenure asdirector of the company.
Mr. Vikram Singh Thakur was appointed as an Independent Director on December 01st 2021by way of Postal Ballot for first term of five years. Mr. Nagamalleshwara Vuppala (DIN :08858080) will retire by rotation at the conclusion of the ensuing Annual General Meetingand being eligible has offered himself for re-appointment.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the Company are: Mrs. Naveena Chepur designated as Chief FinancialOfficer and Ms. Shangay Doma Lama as Company Secretary. During the period under reviewMrs. Mauli Mehta resigned as a Company Secretary of the Company with effect from close ofworking hours of September 16 2020 and Ms. Roopam Agrawal resigned as Chief FinancialOfficer from close of working hours of November 132020.
The Board placed on record her sincere appreciation for valuable contribution made byher during the tenure with the Company.
Ms. Shangay Doma Lama was appointed as Company Secretary of the Company w.e.f.September 21 2020 and Mrs. Naveena Chepur was appointed as Chief Financial Officer w.e.fNovember 132020.
B) Declaration by an Independent Director(s).
The Company has received necessary declarations from all the Independent Directorsunder 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 Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. b) theyare not aware of any circumstance or situation which exist or may be reasonablyanticipated that could impair or impact their ability to discharge their duties with anobjective independent judgment and without any external influence pursuant to Regulation25 of the Listing Regulations. c) they have complied with the requirement of inclusion oftheir name in the data bank maintained by Indian Institute of Corporate Affairs asenvisaged under Companies (Appointment and Qualification of Directors) Fifth AmendmentRules 2019 as applicable and they hold valid registration certificate with Data Bank ofIndependent Directors.
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 in the month of March 2021 to review andevaluate the performance of the Non-Independent Directors of the Company taking intoaccount the views of the Executive Directors and Non- Executive Directors assessing thequality quantity and timeliness of flow of information between the Company Management andthe 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 toconduct the Familiarization Programmed for Independent Directors (IDs) to familiarize themabout their roles rights responsibilities in your Company nature of the industry inwhich your Company operates business model of your Company etc. through variousinitiatives.
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 ofAnnual Return in Form MGT-9 of the Company can be accessed on the website of the Companyat www.gylfinserv.com.
Share Capital and Capital Restructuring:
Issue of equity shares with differential rights
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.
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 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 Seven Board Meetings were held on 19/06/2020 10/08/2020 21/09/202005/11/2020 13/11/2021 19/11/2020 and 06/02/2021.
The Audit Committee of the Board of Directors meets the criteria laid down underSection 177 of the Companies Act 2013 read with Regulation 18 of Securities and ExchangeBoard of India (Listing Obligation and Disclosure Requirement) Regulation 2015 in theterms of reference to the Audit Committee.
|Name of Member ||Designation |
|Mr. Jaipal Singh Barsi ||Chairman |
|Mr. Vikram Singh Thakur ||Member |
|Mr. Nagamlleshwara Vuppala ||Member |
Code of Conduct:
The Board has adopted a Policy for code of conduct for all Board members and seniormanagement of the company as their responsibility to understand and follow the Code ofBusiness Conduct. The term senior management means personnel of the company who aremembers of its core management team excluding Board of Directors. Normally the code ofconduct reflects general principles to guide employees in making ethical decisions. ThisCode outlines fundamental ethical considerations as well as specific considerations thatneed to be maintained for professional conduct. The Details Code of Conduct is alsoavailable at Company's Website at www.gylfinserv.com.
Code for Prevention of Insider Trading:
The Company has adopted a Code of Conduct to regulate monitor and report trading byinsiders under the SEBI (Prohibition of Insider Trading) Regulations 2015. This Code ofConduct also includes code for practices and procedures for fair disclosure of unpublishedprice sensitive information and has been made available on the Company's website atwww.gylfinserv.com.
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 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 arecovered under section 188 of the Companies Act 2013 which are not in the ordinary courseof business and not undertaken on an arm's length basis during the financial year 2019-20.
Management Discussion & Analysis Report:
The Management Discussion & Analysis Report has been annexed to the Board's Reportand it forms part of the report.
Risk Management Policy:
The Company does not have any Risk Management Policy as the element of risk threateningthe Company's existence is very minimal.
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 taking non-systematic Accepting or Holding) Companies PrudentialNorms (Reserve Bank) Directions -2007.
Since the last decade the NBFC sector has held critical importance in the IndianFinancial Services sector. The main objective of NBFCs has been serving the underservedsegment of the Indian economy such as MSME microfinance and other retail segments. Overthe past few years NBFCs have undergone a significant transformation and today they forman important component of India's financial system. NBFCs are harnessing technology toreinvent traditional business models and offer loans in a faster customised and moreconvenient way to the underbanked population of India. NBFCs especially those catering tothe urban and rural poor namely NBFC-MFIs and Asset Finance Companies have a complimentaryrole in the financial inclusion agenda of the country
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 hadbeen followed along with proper explanation relating to material departures;
(b) 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;
(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 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 |
|Place: Ahmedabad ||Durga Prasad |
|Date: 03/09/2021 ||Managing Director |
| ||(DIN: 08767473) |