Management's Responsibility for the Financial Statements

The Company's Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified by the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b) in the case of the Statement of Profit and Loss, of the Loss of the Company for the year ended on that date; and

a) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books

c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Act, read with the General Circular 15/ 2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e) On the basis of written representations received from the Directors as on March 31, 2014, and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2014, from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company for the year under review.

Annexure to the Independent Auditors' Report to the members of Goyal Associates Limited [referred to in Point No. 1 under "Report on Other Legal and Regulatory Requirements" of our Report of even date]

1. (a) The Company has maintained proper records showing full particulars including quantitative

details and situation of fixed asset.

(b) The Company has physically verified the fixed asset during the year and in our opinion physical verification of fixed asset has been carried out at reasonable intervals having regard to the size of the company and the nature of its asset. According to the information and explanation given to us no discrepancy was noticed on such verification.

(c) The Company has not disposed off any fixed asset during the year.

2. (a) Physical verification of stock, being shares and securities, has been conducted by the

management at reasonable intervals during the year.

(b) According to the information and explanations given to us, physical verification of stock of shares and securities held in the dematerialized form has been done by way of tallying the holding as reflected in the Depository Statement with book records and physically verifying the script, for shares held in physical form. In our opinion, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and its nature of business.

(c) According to the information and explanations given to us, no material discrepancy has been noticed on physical verification of stocks as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination

of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Act. Consequently, the provisions of clauses iii (b), iii (c) and iii (d) of the order are not applicable to the Company.

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Hence sub clauses iii (f) & (g) are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of stocks and shares and we have not observed any continuing failure to correct any major weaknesses in such internal controls.

5. (a) As per information and explanations given to us, there were no contract /arrangement referred

to in Section 301 of the Act required to be entered in the register maintained for the purpose, (b) In the absence of any transactions in pursuance of contracts u/s 301, the question of the same being at reasonable prices, does not arise.

6. The Company, being a "Non Banking Financial Company", Section 58A & 58AA or any other relevant provisions of the Companies Act, 1956 is not applicable. During the year, the Company has not accepted any deposit from public falling under the purview of the Non-Banking Financial Company (Reserve Bank) Directions, 1998. As informed to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

9. (a) The Company is regular in depositing with appropriate authorities, undisputed material

statutory dues. According to the information and explanations given to us, the Company does not have any undisputed amounts payable in respect of outstanding material statutory dues as at the last day of the financial year for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the Company does not have any disputed amounts payable in respect of sales tax, income tax, customs duty, excise duty/ Cess and service tax.

10. The Company has incurred cash losses during the year under review. The accumulated losses at the year-end have exceeded the Net worth of the Company. The Company has also incurred cash losses in the immediately preceding financial year.

11. The Company has not enjoyed any credit facilities from any Bank or Financial Institutions. It has also not issued any debentures and accordingly the question of default in repayment of dues to a financial institution, bank or debenture holders does not arise.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Order is not applicable to the Company.

14. According to information and explanations given to us, the Company is trading in Shares & other derivatives. Proper records & timely entries have been maintained in this regard & further the same are held in its own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. The Company has not raised any term loan during the year and hence the question of application of funds raised by way of term loan does not arise.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short- term basis have been used for long-term investment by the Company.

18. The Company has not made any allotment of shares during the year and hence this clause is not applicable.

19. The Company has no outstanding debentures during the period under audit.

20. The Company has not raised any funds by way of issue of shares and hence the question of disclosure of end use of such money by the management does not arise.

21. Based on the audit procedures performed and the information and explanations given to us in the course of our audit, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

                                            For Mukesh I. Gupta & Co.

                                                Chartered Accountants 
                                                         FRN: 326918E

Place : Ahmedabad
Date : 30th May, 2014
                                                     CA. Mukesh Gupta
                                                         (Proprietor)
                                                       M. No.: 064413