neelkanth rockminerals ltd Auditors report


To the Members of NEELKANTH ROCKMINERALS LIMITED Report on the Ind AS financial statements

Opinion

We have audited the accompanying financial statements of NEELKANTH ROCKMINERALS LIMITED (the Company), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss, including the statement of other comprehensive Income, the cash flow statement and the statement of change in equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the Ind AS 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, of the state of affairs of the Company as at 31st March, 2023 and its profit/loss, other comprehensive Income, its cash flows and statement of change in equity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditors responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules hereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

We have determined that there are no key audit matters to communicate in our report. Other Information

The Companys management and Board of Directors are responsible for the other information. The other information comprises the information included in the

Companys annual report, but does not include the financial statements and our auditors report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

1. Managements Responsibility for the Ind AS financial statements

The Companys management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the state of affairs, profit / loss (including other comprehensive income), changes in equity and cash flows of the company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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.

In preparing the financial statements, management and Board of Directors are responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Board of Directors is also responsible for overseeing the Companys financial reporting process.

2. Auditors Responsibilities for the Audit of Financial Statements.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can

arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

3. Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

2) As required by section 143(3) of the Act, we report that:

a. ) We have sought and 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, Statement of Profit and Loss, including the statement of

other comprehensive Income, its cash flows and statement of change in equity dealt with by this Report are in agreement with the books of account.

d. ) In our opinion, the aforesaid Ind AS financial statements comply with the Ind

AS specified under section 133 of the Act.

e. ) On the basis of written representations received from the directors as on

March 31, 2023, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023, from being appointed as a director in terms of sec 164(2) of the Act.

f. ) With respect to the adequacy of the internal financial controls over financial

reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

g. ) With respect to the other matters to be included in the Auditors Report in

accordance with Rule 11 of the Companies (Audit and Auditors ) Rules,2014, in our opinion and to the best of our information and according to the explanation given to us:

i) The company does not have any pending litigation which would impact its financial position.

ii) The company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv) (a) The management has represented that, to the best of knowledge and belief, no fund have been advanced or loan or invested (either form borrowed funds or share premium or any other sources or kinds of funds) by the company to or any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understandings, whether recorded in writing or otherwise, that the intermediary shall, whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of company ("ultimate beneficiaries") or provide any guarantee, security or the like on behalf of the ultimate beneficiaries;

(b) The management has represented that, to the best of knowledge and belief, no fund have been received by the company from any other person or entity, including foreign entities ("funding parties"), with the understandings, whether recorded in writing or otherwise, that the company shall, whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party ("ultimate beneficiaries") or provide any guarantee, security or the like on behalf of the ultimate beneficiaries; and

(c) based on such audit procedures that were considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representation under sub clause (a) and (b) contain any material misstatement.

V) No dividend has been declared or paid during the year by the Company.

ANNEXURE A’

ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF NEELKANTH ROCKMINERALS LIMITED AS AT 31ST MARCH 2023

(Referred to in paragraph 4 of our report of even date)

i) In respect of its fixed assets:

(a) 1. The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

2. It has been stated that there is no intangible assets held by the company.

(b) The Property, Plant and Equipment were physically verified during the year by the Management. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the company had no immovable assets as at the end of the reporting period and hence question of verification of title deeds of the immovable properties held in the name of the company does not arise.

(d) According to the information and explanation given to us, the company has not revalued any of its Property, Plant and equipments or intangible assets during the year under report.

(e) According to the information and explanation given to us, the company has not held any Benami property under the Benami Transactions (Prohbition) Act, 1988 (45of 1988) and therefore this clause is not applicable.

ii) (a.) As explained to us, the company had no inventories during the year which needs to be physically verified. by the management and hence this clause No. (ii) (a) is not applicable.

(b.) As explained to us, the company has not been granted any working capital limits from any bank or financial institution on the basis of security of any current assets and is therefore not required to file any quarterly returns or statement to the bank. This clause No. (ii)(b) is therefore not applicable.

iii) According to the information and explanations given to us and on the basis of our examination of the records of the company, the Company has granted loans, secured or unsecured to companies, firm, limited liability partnership or any other parties.

(a.) According to the information and explanations given to us and on the basis of our examination of the records of the company, the Company has granted loans, secured or unsecured to companies, firm, limited liability partnership or any other entities.

A. According to the information given to us, there is no loan or advance in the nature of loan given during the year to subsidiaries, joint ventures and associates.

B. The details of loans or advances in the nature of loan given to other than subsidiaries, joint venture and associates are as under:-

S.No. Name of Party Amount of Loan given during year Balance as at 31.03.2023
01. Shree Suraj Resources Ltd Rs. 4,00,000.00 Rs. 92,95,091.00
02. Oliver Overseas Rs. 270,00,000.00 Rs. 270,00,000.00

(b.) It has been stated that the terms and conditions of the grant of loan and advances are not prejudicial to the companys interest.

(c.) According to the information given to us, there is no schedule fixed for repayment of principle and payment of interest by the loanee company. However, the repayment is regularly made as and when demanded.

(d.) As informed to us there is no amount overdue for more than 90 days.

(e.) As informed to us, no loan or advance in the nature of loan has been renewed, extended or fresh loan granted to settle the overdue of existing loan given to the same party.

(f.) As informed to us, the company has granted loans or advance in the nature of loan amounting to Rs. 7,45,22,678/- which are repayable on demand and for which no terms have been specified for its repayment and which amounted to 100% of the total loan granted. The details of loans granted to Promoters and related parties as defined in Clause (76) of Sec 2 of the Companies Act, 2013 are as under:-

S.No. Particulars Amount (Rs.) % of total Loans granted
01. Loans to Related Parties 606013.00 0.81 %

iv) According to the information and explanations given to us, there is no loan, investment, guarantee or security provided during the year under report which is covered by the provisions of sec 185 or 186 of the Companies Act, 2013.

v) The Company has not accepted any deposits during the year under report.

vi) According to the information and explanation given to us, the rules made by the Central Government for the maintenance of cost records under sec 148(1) of the Companies Act, 2013, are not applicable.

vii) a. According to the information and explanations given to us and on the basis of our examination of the records of the company, in respect of Statutory and other

dues, the Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees State Insurance, Income Tax, Custom Duty, sales tax, Goods and Service Tax and Cess and any other statutory dues with the appropriate authorities during the year.

According to the information and explanations given to us, no undisputed amount of statutory dues, including Provident Fund, Income Tax, Custom Duty, Goods and Service Tax and Cess and any other statutory dues were in arrears as at 31.03.2023 for a period exceeding six months from the date they became payable.

b. According to the information and explanations given to us, there is no disputed amount of the statutory and other dues pending for payment which are under litigation at any forum..

viii) According to the information and explanation given to us, there is no transaction not recorded in the books of accounts have been surrendered or disclosed as income during the year in the tax assessment under the Income Tax Act, 1961 (43 of 1961)..

ix) a. According to the information and explanations given to us, the company has not availed any loans or borrowings from any financial institution or bank and therefore this clause No.(ix)(a) is not applicable.

b. According to the information and explanation given to us, the company has not been declared defaulter by any bank or financial institution or other lender.

c. According to the information and explanation given to us, the company has not availed any term loans and therefore the Clause No. (ix)? is not applicable.

d. According to the information and explanation given to us, the funds raised on short term basis have not been utilized for long term purposes.

e. According to the information and explanation given to us, the company has no subsidiary, associates or joint ventures and therefore this Clause No. (ix)(e) is not applicable.

f. According to the information and explanation given to us, the company has no subsidiary, associates or joint ventures and therefore this Clause No. (ix)(f) is not applicable.

x) a. According to the information and explanations given to us, the company has not raised any moneys either by way of Initial Public Issue or Further Public Offer (including debt instrument).

b. According to the information and explanations given to us and based on our examination of records, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under report.

xi) a. To the best of our knowledge and belief and according to the information and explanations given to us there is no fraud by the company or any fraud on the Company by its officers or employees has been noticed or reported during the year.

b. .To the best of our knowledge and belief and according to the information and explanations given to us there is no report under sub-sec (12) of sec 143 of the Companies Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13of the Companies (Audit and Auditors) Rules 2014 with the Central Government.

c. Accordingly to the information and explanation given to us, there is no whistle-blower complaints received by the company during the year under report.

xii) According to the information and explanations given to us, the company is not a nidhi company. Accordingly, the paragraph 3 (xii)(a) to (c) to the order is not applicable.

xiii) According to the information and explanations given to us and based on our examination of the records, all the transactions with the related parties are in compliance with sec 177 and 188 of the Companies Act, 2013 where applicable and details have been disclosed in the Financial Statement as required under Accounting Standard (AS) 18, Related Party Disclosure specified under sec 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

xiv) a. According to the information and explanation given to us, the company has an internal audit system commensurate with the size and nature of its business.

b. As to best of our knowledge, the reports of internal auditor for the period under audit were considered by us.

xv) According to the information and explanations given to us and based on our examination of records, the company has not entered into any non cash transaction with the directors or persons connected with him. Accordingly paragraph 3 (xv) of the order is not applicable.

xvi) a. According to the information and explanations given to us, the company is not required to be registered under sec 45IA of the Reserve Bank of India Act, 1934 during the year under report. Accordingly paragraph 3 (xvi)(a) of the order is not applicable.

b. According to the information and explanation given to us, the company has not conducted any Non-banking or Housing activities and therefore Clause (xvi)(b) is not applicable.

c. According to the information and explanation given to us, the company is not a core investment company as defined in the regulations made by the Reserve Bank of India and therefore clause (xvi) (c) and (d) are not applicable.

xvii) According to the information and explanation given to us, the company has not incurred any cash loss in the financial year and in the immediately preceding financial year.

xviii) According to the information given, there is no resignation of statutory auditor during the year and hence clause (xviii) is not applicable.

xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans, we are of the opinion that no material uncertainty exists as on the date of the audit report that company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date;

xx) According to the information and explanation given to us, the provisions of sec 135 of the Companies Act, 2013 are not applicable to the company for the year under report and hence Clauses (xx)(a) and (b) are not applicable.

xxi) According to the information and explanation given to us, the company is not liable to prepare any Consolidated Financial Statement during the year under report and hence Clause (xxi) is not applicable.

ANNEXURE - B TO THE INDEPENDENT AUDITORS REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") referred to in our report of even date.

We have audited the internal financial controls over financial reporting of NEELKANTH ROCKMINERALS LIMITED. ("The Company") as of 31 March 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls:

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility:

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting:

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting:

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion:

In our opinion, the Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2023, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.