On behalf of the Board of Directors, it is our pleasure to present the 36^th Annual Report
together with the Audited Statement of Accounts of NEELKANTH ROCK-MINERALS
LIMITED ("the Company") for the Financial Year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

The performance of the Company during the year has been as under:

f Amount in Hundred!

PERFORMANCE AND OPERATIONS

During the year, the No Revenue from Operations of your Company, your Company’s
has profit of Rs. 24,02,929/- vis-a-vis Rs. 22,31,300/- in the previous year.

The closure of the Company's unit has posed a challenge for the Company. Your
directors are exploring alternate avenues to make the Company operative.

INDIAN ACCOUNTING STANDARD

The Ministry of Corporate Affairs (MCA) on February 16, 2015, notified that Indian
Accounting Standards (IND AS) are applicable to certain classes of companies from April
1, 2016 with a transition date of April 1, 2015. IND AS has replaced the previous Indian
GAAP prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with
Rule 7 of the Companies (Accounts) Rules, 2014. IND AS is applicable to the Company
from April 1, 2017.

COMPLIANCE WITH THE ICSI SECRETARIAL STANDARD:

The relevant Secretarial Standards issued by the Institute of Company Secretaries of
India (ICSI) related to the Board Meetings and General Meeting have been complied
with by the Company.

TRANSFER TO RESERVES

The company except its profits/losses does not propose any amount to transfer to the
General Reserves.

DIVIDEND:

Your Board of Directors is not recommended any dividend.

SUBSIDIARIES / ASSOCIATES:

Your Company had no subsidiaries, Joint Venture or Associate Company during the year
under review.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The details of Loans, Guarantees, Securities and Investments made during the financial
year ended 31^st March, 2024 are given in the notes to the Financial Statements in
compliance with the provisions of Section 186 of the Companies Act, 2013 read with
Companies (Meetings of Board and its Powers) Rules, 2014.

CHANGES IN THE NATURE OF THE BUSINESS

There is no change in the nature of business of the Company.

DEPOSITS:

Your Company has not accepted any deposits during the year within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits)
Rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
REFFERED TO IN SUB-SECTION (1) OF SECTION 188:

The Company has not entered into any of the Contracts or arrangements with related
parties as per the provisions of sub - section (1) of section 188 of the Companies Act,
2013

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as
on March 31, 2024 is available on the Company's website - www.neelrock.com.

SHARE CAPITAL:

The Authorized Share Capital of the Company as on 31^st March, 2024 was Rs.
5,50,00,000 divided in 55,00,000 Equity Shares of Rs. 10/- each and the Paid-up Equity
Share Capital of the Company as on date was Rs. 5,04,37,000 divided in 50,43,700
Equity Shares of Rs. 10/- each.

During the year under review, the Company has not issued any shares with or without
differential voting rights nor granted stock options, sweat equity, or bonus shares.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board consists of Executive and Non-Executive Directors, including Independent
Directors who are having wide and varied experience in different disciplines of
corporate functioning. The Directors and Key Managerial Personnel of the Company are:

Mr. Noratmal Kawar (DIN- 00464435), as Managing Director of the company for a
period of three years with effect from 27th March, 2023 to 26th March, 2026.

DIRECTORS RETIRE BY ROTATION:

As per the provisions of the Companies Act, 2013, Mr. Anil Sayarchand Kawar, retires by
rotation at the forthcoming AGM and being eligible, offers himself for reappointment.
The Board recommends his reappointment.

PERFORMANCE EVALUATION OF THE BOARD:

During the year under review, pursuant to the provisions of Section 178 of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the evaluation of performance of all Directors is undertaken annually.
The company has implemented a system of evaluating performance of the Board of
Directors and of its Committees and individual Directors on the basis of a structured
questionnaire which comprise evaluation criteria taking into consideration various
performance related aspects.

The Board of Directors has expressed their satisfaction with the valuation process.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all Independent Director as per
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation
16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

NUMBER OF BOARD MEETINGS:

During the financial year under review, 5 (Five) Board Meetings were convened and
held. The details of which are given in the Corporate Governance Report. The
intervening gap between the meetings was within the period of 120 days as prescribed
under the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-Section (3) of Section 134 of the Act, the Directors would
like to state that:

a) in the preparation of the annual accounts for financial year ended March 31, 2024,
the applicable accounting standards have 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 as at March 31, 2024 and of
the profit 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 the 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 for the year ended March 31, 2024,
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 are operating
effectively; and

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

STATUTORY AUDITORS:

Pursuant to provision of section 139 of the Companies Act, 2013 and the rules made
there under, due to resignation of current auditor M/s Maheshwari & Jain, In the
ensuing annual general meeting AGM, the audit committee of the company has
proposed and the board of the director (Meeting dated 24.07.2024) has recommended
the appointment of M/s Shambhu Gupta, chartered accountant (Firm Registration No.
007234C) As Statutory Auditor of the Company. M/s Shambhu Gupta & Co, will hold
office for a period of five consecutive years from the conclusion of this annual general
meeting until the conclusion of Thirty Ninth (41st) Annual General Meeting to be held in
a year 2029, subject to the approval of shareholders of the company. M/s Shambhu
Gupta & Co, Chartered account have confirmed that their appointment, if made shall be
in accordance with the provisions of the section 139 and other applicable provisions of
the Companies Act, 2013. Accordingly, a resolution seeking members approval on
appointment of M/s Shambhu Gupta & Co, Chartered Accountant, as the Statutory
Auditor of the Company for a period of five consecutive years is included at item no. 3 of
the notice convening the Annual General Meeting.

There is one adverse remarks or disclaimers in the Statutory Auditor's Report on the
Financial Statements of the Company of the company for the financial year 2023-24:

Based on our examination which included test checks, the company has used an
accounting software for maintaining its books of account which has a feature of
recording audit trail (edit log) facility but the same has not been enabled/operated
throughout the year for any of the transactions recorded in the software and
therefore contravened the provisions of Rule 11(g) of the of the Companies (Audit
and Auditors) Rules, 2014.

Explanations or comments By Board of Directors:

The Board of Directors takes note of the Auditor's qualification concerning the non¬
enablement of the audit trail feature in the company’s accounting software. The Board
acknowledges the importance of maintaining an adequate audit trail to ensure
transparency and accountability in financial reporting.

Due to certain operational challenges and constraints faced during the financial year,
the company was unable to enable and maintain the audit trail feature as required. The
Board regrets this lapse and assures stakeholders that steps are being taken to address
this issue promptly. The company has initiated corrective measures, including
upgrading the accounting software to ensure that the audit trail functionality is fully
enabled and operational in the future.

The Board is committed to ensuring full compliance with all applicable regulatory
requirements and enhancing the internal controls to prevent such occurrences going
forward..

The Statutory Auditors have not reported any incident of fraud to the Audit Committee
of the Company in the year under section 143( 12) of the Companies Act, 2013.

COST AUDITOR:

The Cost audit of the Company has not been conducted for the financial year 2023 -
2024 as provisions of Section 148 of the Companies Act, 2013 are not applicable on the
Company.

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
Company has appointed M/s SKJ & Associates, Practicing Company Secretaries to
undertake the Secretarial Audit of the Company for the financial year 2023-24.

In terms of provisions of sub-section 1 of section 204 of the Companies Act, 2013, the
Company has annexed to this Board Report as Annexure-II, a Secretarial Audit Report
given by the Secretarial Auditor. The response of your directors on the observation
made in Secretarial Audit Report is as follows:

Response to Point No. 1:

The Company is in process of finding suitable candidate to act as an Internal Auditor.
Response to Point No. 2:

The Company is in the process of dematerialization of promoters shares.

Response to Point No. 3:

Company has taken necessary actions upon this matter and Board has appointed new
auditor who hold the valid Peer Review Certificate of the ICAI and recommended to the
members to pass the resolution in ensuing Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis forms an integral part of this Report and
gives details of the overall industry structure, developments, performance and state of
affairs of the Company's business, internal controls and their adequacy, risk
management systems and other material developments during the financial year.

Management Discussion and Analysis Report is presented in a separate section forms
part of the Annual Report as Annexure-III.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider
Trading Policy of the Company lays down guidelines and procedures to be followed, and
disclosures to be made while dealing with shares of the Company, as well as the
consequences of violation. The policy has been formulated to regulate, monitor and
ensure reporting of deals by employees and to maintain the highest ethical standards of
dealing in Company securities.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance
and adhere to the Corporate Governance requirements. The Report on Corporate
Governance with auditor's certificate thereon in terms of Regulation 34 Listing

Regulations, 2015 read with Schedule V of said regulations forms part of the Annual
Report.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provision of section 135 of the Companies Act, 2013 the company is not
required to undertake Corporate Social Responsibility activities.

SECRETARIAL STANDARDS OF ICSI

The Company confirms compliance with the applicable requirements of Secretarial
Standards 1 and 2.

PARTICULARS OF EMPLOYEES:

There are no employees who are receiving remuneration exceeding of Rs. 8.5 lakh per
month or Rs. 1.20 Crore per annum under rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as
follows:

• CONSERVATION OF ENERGY

> The steps taken or impact on conservation of energy; NIL

> The steps taken by the company for utilizing alternate sources of energy; NIL

> The capital investment on energy conservation equipments; NIL

• TECHNOLOGY ABSORPTION

> the efforts made towards technology absorption: NIL

> the benefits derived like product improvement, cost reduction, product
development or import substitution: NIL

> in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year): NIL

a. the details of technology imported: NA

b. the year of import: NA

c. whether the technology been fully absorbed: NA

d. if not fully absorbed, areas where absorption has not taken place, and the
reasons thereof; and the expenditure incurred on Research and
Development: NA

• FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review there was no foreign exchange earnings or out flow.

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to
provide a formal mechanism to the Directors and employees to report concerns about

unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics.
It also provides for adequate safeguards against the victimization of employees who
avail of the mechanism and provides direct access to the Chairperson of the Audit
Committee in exceptional cases. It is affirmed that no personnel of the Company has
been denied access to the Audit Committee. The Whistle Blower Policy aims for
conducting the affairs in a fair and transparent manner by adopting highest standards of
professionalism, honesty, integrity and ethical behavior.

RISK MANAGEMENT:

The Company has been undertaking periodic review of its operations to address various
risks impacting it and consequently measures are taken to mitigate or minimize the
risks. Normal foreseeable risks to the Company's assets are adequately covered by
comprehensive insurance. The Company's risk management approach and practices
continued to focus on minimizing the adverse impact of risks on its business objectives
and to enable the Company to leverage market opportunities based on risk-return
parity.

COMMITTEES OF THE BOARD

The Board has 3 (Three) Committees - the Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee. All committees
consist of majority of Independent Directors. The Composition and terms of reference,
details of meetings and other matters has been mentioned in the Corporate
Governance Report of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments, affecting the financial position of
the Company which has occurred from the end of financial year i.e. March 31, 2024 to
the date of Directors Report.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACATING THE GOING CONCERN STATUS AND
COMPANY’S OPERATION IN FUTURE

During the year under review there was no such orders passed by the regulators or
courts or tribunals impacting the going concern status and company's operations in
future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR
ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There are no applications made or any proceeding pending against the Company under
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF:

There are no instances of one time settlement during the financial year.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems,
accounting procedures and policies at all locations of the Company and its subsidiaries.
Based on the report of internal audit function, process owners undertake corrective
action in their respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions thereon are presented to the Audit Committee of
the Board.

GREEN INITIATIVE

Electronic copies of the Annual Report 2023-2024 and Notice of the 36^th Annual General
Meeting are sent to all members whose email addresses are registered with the
Company/ Depository Participant(s). For members who have not registered their email
addresses, physical copies of the Annual Report 2023-2024 and the Notice of the 36^th
Annual General Meeting under Section 101 of the Companies Act, 2013 are send
through permitted mode. Members requiring physical copies can send a request to the
Company.

Your Company provides e-voting facility to all its members to enable them to cast their
votes electronically on all resolutions set forth in the Notice. This is pursuant to Section
108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and
Administration) Amendment Rules, 2015. The instructions for e-voting are provided in
the Notice.

The Company has entered into an arrangement with Central Depository Service (India)
Limited (CDSL), the authorized agency for this purpose, to facilitate such e-voting for its
members.

POLICY ON SEXUAL HARASSMENT

The company has in place a policy for prevention of sexual harassment in accordance
with the requirements of the Sexual Harassment of women at workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to
redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy. The Company did not
receive any complain during the year 2023-24.

ACKNOWLEDGMENTS:

The Directors take this opportunity to place on record their sincere thanks to the
suppliers, customers, strategic partners, Banks and Financial Institutions, Insurance
Companies, Central and State Government Departments and the shareholders for their
support and co-operation extended to the Company from time to time. Directors are
pleased to record their appreciation of the sincere and dedicated services of the
employees and workmen at all levels

For and on behalf of Board

natP- nq/no/?n?4 ^{Anil Kawar} Noratmal Kawar

n, , u ' DIN:00464523 DIN:00464435

ace. Jo pur Director Managing Director