neil industries ltd Directors report

To,

The Members,

Neil Industries Limited

The Directors have pleasure in submitting their 40th Annual Report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended March 31, 2023.

Financial Results:

Financial Results of the Company for the year under review along with the figures for previous year are as follows:

(Amount in Rs. Lakhs)

Particulars	March 31, 2023	March 31, 2022
Income (sales and other income)	299.57	295.95
Profit/(Loss) before interest & dep.	245.41	(204.46)
Less:
Interest	0	0
Depreciation and amortization	1.42	2.65
Profit / (Loss) Before Tax	243.99	(207.11)
Provision for Taxation	59.43	64.59
Deferred Tax	0.38	0.26
Adjustment related to previous year	(1.00)	7.20
Net Profit/Loss	185.18	(279.15)

Review of Operations and State of Company Affairs:

The Standalone financial statements for the financial year ended March 31, 2023, forming part of this Annual Report, have been prepared in accordance with IND AS notified under Section 133 of the Companies Act, 2013 (‘the Act) and the Master Directions Non-Banking Financial Company (Reserve Bank) Directions, as amended from time to time. During the year ended March 31, 2023, your Company has achieved total Revenue of Rs. 299.57 lakhs as against 295.95 lakhs in the previous year ended March 31, 2022. The Net Profit stood at Rs. 185.18 lakhs as against net loss after tax Rs. 279.15 lakhs in the previous year.

Key Financial Ratios:

Particulars of Ratios	2022-23	2021-22
Current Ratio	23.86	27.73
Debt-Credit Ratio	NA	NA
Debt Service Coverage Ratio	NA	NA
Return on Equity Ratio	0.03	(0.053)
Inventory Turnover Ratio	NA	NA
Trade Receivable Turnover	NA	NA
Ratio

Lending Operations:

The Company is a Non-Banking Financial Company ("NBFC") and is engaged in providing loans for Business or Capacity expansion, Working Capital loans, loans for Purchase of Equipment and Machinery, Term Loans against Property, loans for Purchase of Commercial Property and other finance services.

Dividend:

Since, the entire profit being ploughed back in the business, therefore the Board of Directors do not recommend any dividend for the year 2022-23.

Deposits:

During the year under review, the Company has neither invited nor accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014.

Share Capital:

As on March 31, 2023, the Authorized Share Capital of the Company stood at 2,000 Lakh (2,00,00,000 Shares of 10/- each and the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands at 1955.32 Lakh (comprising of 1,95,53,200 Equity Shares of 10/- each). During the financial year 2022-23, the Company has not issued any Equity Shares.

Change in Directors and Key Managerial Personnel:

The Board of Directors is duly constituted with an optimum combination of Executive and Non- Executive Directors, Independent Directors and one Woman Director.

In accordance with the provisions of the Companies Act, 2013, Mr. Chandra Kant Dwivedi (DIN: 06396144), Director of the Company will retire by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible offers himself for re-appointment. A brief profile of Mr. Chandra Kant Dwivedi is provided in the accompanying Notice convening the AGM.

The Shareholders may recall that in the last AGM held on September 26, 2022, on the approval and recommendation of Board and Nomination and Remuneration Committee ("NRC") in their respective meetings held on November 13, 2021, they had regularized the appointment of Mr. Anil Sharma as Non- Executive- Independent Director of the Company.

Except for the above, there was no change in the Directors of the Company and Key Managerial Personnel ("KMP") of the Company during the year under review.

Note- Ms. Pooja Mishra resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f April 14, 2023. The Board placed on record its sincere appreciation for her valuable services and performance during her tenure.

Ms. Stuti Shukla succeeded her as the new Company Secretary & Compliance Officer of the Company w.e.f. April 14, 2023.

Auditors:

Statutory Auditors:

M/s Ranjit Jain & Company, (Firm Reg. No. 322505E) Chartered Accountants having its office at Diamond heritage Unit 605A, 6th Floor, Strand Road, Kolkata -700001, West Bengal were re- appointed as the Statutory Auditors of the Company for a second term of 5 years to hold office from the conclusion of the Annual General Meeting held in the year 2020 till the conclusion of the 42nd Annual General Meeting to be held in the year 2025. There is no qualification, reservation or adverse remark or disclaimer made in the Auditors Report, needing explanations or comments by the Board. The Statutory Auditors have not reported any incident of fraud to the Audit Committee in the year under review against the Company by its officers or employees as specified under Section 143(12) of the Act.

The Annual Fee paid to the Statutory Auditor in the financial year 2022-23 is Rs. 1,64,700/-

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed M/s V. Agnihotri & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company and they have conducted the Secretarial Audit of the Company for the financial year 2022-2023.

The Secretarial Audit Report in Form No. MR-3 for the financial year ended on March 31, 2023 is set out in Annexure-III to the Boards Report. In accordance with SEBI Circular no. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Company has obtained, from the Secretarial Auditors an Annual Secretarial Compliance Report, which was duly submitted to the stock exchanges and is also uploaded on the corporate website of the Company.

There is no qualification, reservation or adverse remark or disclaimer made in the Report, needing explanations or comments by the Board.

The Secretarial Auditors have also not reported any instances of fraud committed against the Company by its officers or employees as specified under Section 204(3) of the Act.

Cost Auditors:

Maintenance of cost records and requirement of Cost Audit as per prescribed under provisions of Section 148(1) of the Companies Act, 2013, are not applicable for the business activity carried out by the Company.

Change in Nature of Business:

During the financial year under review, there was no change in the nature of Business of the Company.

Internal Control System and their Adequacy:

The Company has a suitable and adequate Internal Control System which indeed is commensurate with the size, scale and complexity of its operations. Internal control systems are integral to Companys corporate governance framework. Some significant features of internal control system are:

• Adequate documentation of policies, guidelines, authorities and approval procedures covering all the important functions of the Company.

• Ensure complete compliance with laws, regulations, standards and internal procedures and systems.

• De-risking the Companys assets/resources and protecting them from any loss.

• Ensuring the integrity of the accounting system; proper and authorized recording and reporting of all transactions.

• Ensuring reliability of all financial and operational information.

• Audit Committee of Board of Directors, comprising of Independent Directors. The Audit Committee regularly reviews audit plans, significant audit findings, adequacy of internal controls, compliance with Accounting Standards etc.

• To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board and to the Managing Director.

• The Internal Audit Department monitors and evaluates the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

• Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

• Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

The Internal Control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliance as well as an enhanced control consciousness. The internal financial control system of the Company is supplemented with internal audits, regular reviews by the management and checks by external auditors.

During the year under review, no material or serious observation has been highlighted for inefficiency or inadequacy of such controls.

Certificate from Practicing Company Secretary on Compliance of conditions of Corporate Governance:

Regulation 34 read with Para E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that a compliance certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance should form part of the Annual Report of the company. In compliance with the said requirement, a Compliance Certificate from the M/s. V. Agnihotri & Associates, Practicing Company Secretaries is annexed as a part of this report.

Discussion of Financial Performance with respect to Operational Performance:

The details of the financial performance of the Company appear in the Balance Sheet, Statement of Profit & Loss and other financial statements appearing separately. Please refer the Boards Report for highlights.

Particulars pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

Statement of particulars of employees pursuant to provisions of Section 197(12) of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

A) Details pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Sl. No.	Requirement of Rule 5(1)	Disclosure
1	The ratio of the remuneration of each director to the median remuneration of the employees for the financial year	Mr. Arvind Kumar Mittal is drawing salary of Rs. 1,00,000/- per month from April, 2022 to March, 2023 which is 10.62 times the median remuneration of Employees. No other Director is drawing remuneration.
2	Percentage increase in remuneration of each director, CFO, CEO, CS or Manager in the financial year	Percentage increase in remuneration of :
		a) Directors -NA
		b) MD NA
		c) CFO - NA
		D) Company Secretary N.A.

 

3	The percentage increase in the median remuneration of employees in the financial year	% increase in the median remuneration of the Employees in the financial year 4.92 approx.
4	The number of permanent employees on the rolls of the company	There were 9 employees on permanent roll of the company as on March 31, 2023.
5	Average percentile increases already made in the salaries of employees other than the managerial personnel in the financial year i.e. 2022-23 and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration	There was a marginal increase in percentile of Management remuneration and hence no justification is required.
		Remuneration of Managing Director has not changed during the financial year.
6	Affirmation that the remuneration is as per the remuneration policy of the company	We affirm that the remuneration paid to employees and KMPs was based on the remuneration policy.

B) Details of top ten employees in terms of remuneration drawn and the name of every employee, of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

• Drawing salary of 102 Lakhs or above for the year if employed throughout the year -Nil

• Drawing salary of 8.5 Lakhs p/m or above for a month if employed for part of the year -Nil

• Drawing salary more than the salary of MD and having 2% stake in the company Nil

(C) No Managing Director or Whole-time Director of the Company is receiving any commission from the Company as well as from the Holding Company or Subsidiary Company of the Company.

Directors Responsibility Statement:

As stipulated under Section 134(5) of Companies Act 2013, the Directors of the Company would like to confirm and state that:

i) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards as been followed along with proper explanation and there were no material departure from the same.

ii) The directors had selected such accounting policies and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date.

iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors had prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi)The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and were operating effectively.

Management Discussion and Analysis (MDA)

Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), MDA is annexed which forms part of this Report.

Industrial Relations:

Industrial relations are of paramount importance in every organization and maintaining them with ease and poise is a very difficult task. Our Company gives equal importance to maintain industrial relations and keeping them at par with other stakeholder relationships. During the period under review, the relation between employee and Management remained cordial. All the problems of the employees were patiently heard by the Management and proper solutions pertaining to their problems were provided by the management. The Management has always been gracious about its employees and workers. They take every possible measure and endeavour to maintain sincere, healthy and friendly relations with the lower and middle level employees.

Directors:

The Board of the company is duly constituted with optimum combination of Executive and Non-Executive Directors in consonance with Regulation 17 of the SEBI Listing Regulations. None of the Directors are Disqualified u/s 164 of the Companies Act, 2013. All Directors are suitably qualified, experienced and competent. The members of the Board of Directors are persons with considerable experience and expertise in Audit, Accounts, Finance, Law and Administration. The Company is benefitted by the experience and skills of the Board of Directors. All the Independent Directors have given their declaration as per Section 134 read along with Section 149 (6) of the Companies Act 2013. The Company is managed by well qualified professionals.

Corporate Governance:

As the Company is required to comply with clause 17 to 27 as applicable of the SEBI Listing Regulations, confirming the compliance of conditions of Corporate Governance forms part of the Annual Report.

RBI Guidelines:

The Company is a Non-Deposit Taking Systemically Important Non-Banking Financial Company (NBFC-ND-SI). The Company has complied with and continues to comply with all the applicable regulations and directions of the RBI.

Subsidiaries, Joint Ventures and Associate Companies:

The Company does not have any Subsidiary, Joint Venture or Associate Companies.

Annual Evaluation of Board, its Committees and Individual Directors:

In accordance with the evaluation framework in compliance with the requirements of the Act, Listing Regulations, read with the Guidance Note on Board Evaluation issued by SEBI and as set out by the Nomination and Remuneration Committee of the Board of Directors of the Company, the Board had carried out an annual evaluation of its own performance, and that of the Directors as well as the evaluation of the working of its Committees.

The Boards functioning was evaluated on various aspects, including inter alia structure of the Board, including qualifications, experience and competence of Directors, diversity in Board and process of appointment, Meetings of the Board, including regularity and frequency, agenda, discussion and dissent, recording of minutes and dissemination of information; functions of the Board, including strategy and performance evaluation, corporate culture and values, governance and compliance, evaluation of risks, grievance redressed for investors, stakeholder value and responsibility, conflict of interest, review of Board evaluation and facilitating Independent Directors to perform their role effectively; evaluation of managements performance and feedback, independence of management from the Board, access of Board and management to each other, succession plan and professional development; degree of fulfilment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and management. Directors were evaluated on aspects such as qualifications, prior experience, knowledge and competence, fulfilment of functions, ability to function as a team, initiative, availability and attendance, commitment, contribution, integrity, independence and guidance/ support to management outside Board/ Committee Meetings. In addition, the Managing Director was also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer meetings, impartiality, ability to keep shareholders interests in mind and effectiveness as Chairman.

Areas on which the Committees of the Board were assessed included mandate and composition; effectiveness of the Committee; structure of the Committee; regularity and frequency of meetings, agenda, discussion and dissent, recording of minutes and dissemination of information; independence of the Committee from the Board; contribution to decisions of the Board; effectiveness of meetings and quality of relationship of the Committee with the Board and Management.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole. The NRC also reviewed the performance of the Board, its Committees and of the Directors.

The Managing Director provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

Pursuant to Regulation 34(3) read with Schedule V Part (C) (2)(h) of Listing Regulations, the Board of Directors has identified the following requisite skills/expertise and competencies of the Directors for the effective functioning of the Company:

Sl. No.	Name of the Director & Designation	Core skills/expertise/competencies
1.	Arvind Kumar Mittal (Managing Director)	Mr. Arvind Kumar Mittal is having more than 22 years of rich experience in the field of stock trading including derivative trading and has held the post of Managing Director of Companies like UPSE Securities Limited.
2.	Vivek Awasthi (Independent Director)	Mr. Vivek Awasthi is a reputed & Senior Chartered Accountant having an immense experience of more than 23 years in the field of Tax, Audit and financial matters.
3.	Archana Singh (Independent Director)	Ms. Archana Singh is a philanthropist and has an experience of 12 Years in her respective field.
4.	Anil Sharma (Independent Director)	Mr. Anil Sharma has been a professional consultant to various companies in the finance sector.
5.	Chandra Kant Dwivedi (Non-Independent Director)	Mr. Chandra Kant Dwivedi is an economist and has a rich experience of more than 41 years in the field of Economics, and education. He is also associated with a major agro business industry from last 4 years.
6.	Pankaj Kumar Mittal (Non-Independent Director)	Mr. Pankaj Kumar Mittal is an advocate by profession and has a rich experience of 21 Years in his respective field.

The evaluation process confirms that the Board and its Committees continue to operate effectively and that the performance of the Directors and the Managing Director continues to be satisfactory.

Board Meetings:

During the year under review, five (5) meetings were held, the details which forms the part of Corporate Governance Report.

Audit Committee:

Your Company has an Audit Committee to meet the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the Audit Committee are given under the Corporate Governance Report. There are no recommendations of the Audit Committee which were not accepted by the Board.

Nomination And Remuneration Committee

Your Company has in place a duly constituted Nomination and Remuneration Committee to meet the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the Nomination and Remuneration Committee are given under the Corporate Governance Report.

The Board has framed (i) Policy on Board Diversity; and (ii) Nomination & Remuneration Policy which lays down a framework in relation to the remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. This Policy is placed on the website of the Company i.e., www.neil.co.in

Stakeholders Relationship Committee

Your Company has in place a duly constituted Stakeholders Relationship Committee to meet the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the Stakeholders Relationship Committee are given under the Corporate Governance Report.

The role of the committee shall inter- alia include the following:

1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

2) Review of measures taken for effective exercise of voting rights by shareholders.

3) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

Declaration of Independence by Independent Directors & adherence to the Companys Code of Conduct for Independent Directors:

All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also confirmed that they meet the requirements of ‘Independent Director as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations.

Further, all the Independent Directors have affirmed that they have adhered and complied with the Companys Code of Conduct for Independent Directors which is framed in accordance with Schedule IV of the Act.

Separate Meeting of Independent Directors:

During the year, all the Independent Directors convened a separate meeting without the presence of Managing Director and Non-Independent Directors and members of the Management as per provisions of clause VII of

Schedule IV to the Companies Act, 2013. In that meeting of Independent Directors, performance of non-independent directors, Managing Director and the Board as a whole were reviewed and evaluated.

Listing of Shares

The Companys shares are listed on the

BSE Ltd., P.J Towers, Dalal Street, Mumbai- 400001,

Company has paid required listing fees to the stock exchange.

Particulars of Loans, Guarantees or Investments:

During the period under review, there were no Guarantees or Investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013.

Conservation of Energy and Technology Absorption and Foreign Exchange Earning Outgo:

Your Company is not engaged in any manufacturing activity which is power intensive, it is also not engaged in trading activities and use power saving devices by implementing the advanced and latest technology in carrying out its operational activities. There is a system of proper checks and control in order to avoid unnecessary wastage of power and energy.

Foreign Exchange earnings and outgo is NIL.

Business Risk Management:

The Companys robust risk management framework identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect the shareholders and other stakeholders interests in order to achieve its business objectives and enable sustainable and long-term growth. Risk management is embedded in our critical business activities, functions and processes. The Company believes that the overall risk exposure of present and future risks remains within risk capacity. Since, the business environment is always uncertain and unpredictable therefore, the vigilance of not only the management but also the employees is of utmost importance.

The Company manages and monitors principal risks and uncertainties that can impact the ability of the Company to achieve its targets and objectives. Timely reports are placed before the Board for considering various risks involved in the Company business/operations. The Board evaluates these reports and requisite/corrective actions are then implemented.

The Board carries out a brief synopsis of the key elements that threatens the existence of the company. The internal policy related to risk management ensures growth and continuity of business. However, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 exempts your company to mandatory form the Risk Management Committee.

Code of Conduct:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the Company. The code laid down by the Board is known as "Code of Conduct" which forms an Appendix to the Code. The Code has been posted on the Companys website www.neil.co.in. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders. The Code gives guidance on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the other connected persons have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

Board Policies:

Whistle Blower Policy

In order to comply with the provisions of Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations. The Company has established a vigil mechanism through a Whistle Blower Policy which is headed by the Chairman of the Audit Committee. The Company can oversee the genuine concerns or grievances expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who may express their concerns pursuant to this policy and also provides direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The policy is uploaded on the Website of the Company at www.neil.co.in.

Remuneration Policy:

The Board has on the recommendation of Nomination & Remuneration Committee framed a policy for selection and appointment of directors, senior management, their remuneration and other matters, as required under sub-section (3) of Section 178 of the Companies Act 2013, is available on our website at www.neil.co.in

Related Party Transaction Policy:

The Board of Directors has adopted the following policy and procedures with regard to Related Party Transactions. This policy is to regulate transactions between the Company and its Related Parties based on the laws and regulations as applicable to the Company. Policy is uploaded on the website of the Company https://www.neil.co.in/upload/PDF/00000141.pdf

Other Policies:

Your Company has made all other policies which are applicable as per Listing Regulations and is uploaded on the website of the Company at www.neil.co.in

Corporate Social Responsibility:

During the year under review, Section 135 of the Companies Act, 2013 is not applicable to the Company.

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable on your Company.

Prevention of Insider Trading:

The Company has updated the Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires prior approval of the Company Secretary and Compliance Officer and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All the Board of Directors and the designated employees have confirmed compliance with the Code. The Updated Code of Conduct is already posted on Companys website at www.neil.co.in.

Related Party Transactions:

There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the

Company at large. There was no requirement of disclosure in form AOC-2 from the Company pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014.

Material Changes, if any:

The Board reports that no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year ending March 31, 2023 and the date of this Report.

Significant And Material Orders Passed by the Regulators / Court/ Tribunals:

Following are the significant orders which were passed by the regulator ("SEBI") during the financial year 2022-23:

1. BSE Limited had vide its order reference no. SURV/OFL/PB/2017/SHELL/COMP/539016/1 dated October 27, 2017 inter alia, recommended the forensic audit of the Company and thereafter, vide its letter bearing reference No. L/SURV/OFL/KM/SHELL/COMP/539016/2017-18/2 dated February 01, 2018 appointed M/s BDO India LLP ("Audit Firm") to conduct the Forensic Audit of the Company. In reference to this matter, the Company had received a Forensic Audit Report by BDO India LLP on November 16, 2021 and further to this an exchange letter was received dated 30.12.2021 stating that the securities of the Company shall be shifted to Stage III of GSM Mechanism along with some restrictions over the promoters not to sell the shares of the company upon which the Company had submitted its detailed reply over the observations raised by BDO in their audit report. The reply on the part of the Company was submitted to BSE on 17.05.2022 following which BSE, on the basis of the representations made by the Company dated 17.05.2022, 17.06.2022 and 28.07.2022; in response to forensic audit report by exchange vide its exchange letter dated 28.07.2022 ordered that the securities of the Company shall be moved out of Stage III of GSM framework Mechanism. Further the restrictions imposed on the Promoters and Directors of the Company dated 27.10.2017 were also revoked.

2. A Show cause notice dated 04.08.2022 was received by the Company in the matter of trading in the ILLIQUID STOCK OPTION (ISO) at BSE. Application for Settlement along with Undertaking and waiver of show-cause notice dated 09.09.2022 was filed by the Company before the Securities Exchange Board of India (SEBI) in respect of the SCN dated 04.08.2022 bearing reference number SEBVHO/EAD/EAD3/P/OW/2022/35228/1 in the name of the Company through its Managing Director, Mr. Arvind Kumar Mittal. As informed, the matter was disposed off after such settlement application and the requisite deposit of Rs. 2,29,500 (Rupees Two Lakh twenty-nine thousand five hundred only).

Disclosure under Sexual Harassment Policy for Women at work place (Prevention, Prohibition and Redressal) Act 2013:

The Company is committed to providing and promoting a safe and healthy work environment for all its employees. A ‘Prevention of Sexual Harassment Policy ("POSH Policy"), which is in line with the statutory requirements, along with a structured reporting and redressal mechanism, is in place. Appropriate reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work with dignity. During the year under review, the Company has not received any complaint in this regard. The policy is uploaded on the website of the Company at www.neil.co.in.

Sr. No.	Particulars	Status
1.	Number of Complaints during Financial year	Nil
2.	Number of Complaints disposed off	Nil
3.	Number of Complaints pending	Nil

Secretarial Audit Report:

Pursuant to Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 , the Company had appointed V. Agnihotri & Associates, Company Secretaries in Practice for conducting Secretarial Audit. The Secretarial Audit Report for the Financial Year ended March 31, 2023 as per form MR-3. is appended to this Report . There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors, in their Audit Report for the Financial Year 2022-23. Other observations, if any in the report are self-explanatory.

Share Registrar & Transfer Agent:

The Companys Registrar & Transfer Agent is Skyline Financial Services Private Limited, New Delhi. It is a SEBI Registered R & TA. The contact details of the same are mentioned at the beginning of the Report. The investors are kindly requested to address their queries, if any, to the R & TA. However, in case of any difficulties, they are always welcome to contact the Companys Company Secretary & Compliance Officer, the contact particulars of whom are contained in the Report and are also hosted on the website of the Company i.e. www.neil.co.in.

Registration of Independent Directors with Independent Directors Databank:

In accordance with the provisions of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company are duly registered in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs. All our Independent Directors, Mr. Vivek Awasthi, Ms. Archana Singh and Mr. Anil Sharma have duly registered themselves with the Independent Directors Databank.

Secretarial Standards:

The Company complies with all the applicable and notified Secretarial Standards issued by the Institute of Company Secretaries of India. The Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

Web-Link of Annual Return:

A web-link of Annual Return for the financial year ended March 31, 2023, in Form MGT 7 as required under Section 92 (3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at the link www.neil.co.in

Investor Relations

At Neil Industries Limited, we consider Investor Relations to be the key to building transparent, open and long-term relationships with our stakeholders. Our Investor Relations program is committed to maintaining effective communication with the investing community by adopting best practices.

Your Company always endeavours to give prompt response to shareholders request / grievance. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply in the earliest possible time. The Stakeholders Relationship Committee of the Board meets periodically and reviews the status of the Shareholders Grievances. The shares of the Company continue to be traded in electronic forum and de-materialization exists with both the depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited.

Over the years, building on experience gained in the project space, NEIL has widened its business scope from mere development of project to encompass a full range of related activities.

Details of Public Issue/Rights Issue/Sweat Equity Shares:

During the financial year under review, there was no public issue / rights issue / preferential issue of shares / sweat equity / qualified institutional placement, etc.

Details of Non-Compliance by the Company, penalties, stricture imposed on the Company by the Stock Exchanges, SEBI or any statutory authorities or any matter related to capital markets:

There was no case of any non-compliance warranting imposition of any penalty and issuance of any strictures on the Company by the stock exchange(s) or SEBI or any statutory authority, on any matter related to capital markets.

Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016 ("IBC")

No application has been made under the Insolvency and Bankruptcy Code hence, the requirement to disclose the 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 is not applicable.

The 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:

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

Reserves:

The Company has Rs. 3,553.25 Lakhs in its reserves as on March 31, 2023 (year under review).

Acknowledgement:

The Directors place on record their gratitude for the support of various regulatory authorities including Reserve Bank of India, Securities and Exchange Board of India, Ministry of Corporate Affairs, Registrar of Companies, Financial Intelligence Unit (India), the Stock Exchanges and the Depositories. The Company acknowledges the role of all its key stakeholders - Shareholders, borrowers, channel partners, for their continued support.

The Directors express their appreciation for the dedication and commitment with which the employees of the Company at all levels have worked during the period. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers. Their dedicated efforts and enthusiasm have been pivotal to the growth of the Company.

	On behalf of the Board of Directors of
		Neil Industries Limited
	Sd/-	Sd/-
Date: August 08, 2023	Arvind Kumar Mittal	Pankaj Kumar Mittal
Place: Kanpur	(Managing Director)	(Director)
	DIN: 02010445	DIN:05190278