Neelkanth Rockminerals Ltd Directors Report.

To,

The Shareholders of

NEELKANTH ROCK-MINERALS LIMITED

On behalf of the Board of Directors, it is our pleasure to present the 31st Annual Report together with the Audited Statement of Accounts of NEELKANTH ROCK- MINERALS LIMITED (“the Company”) for the Financial Year ended 31st March, 2019.

FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

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

31.03.2019 31.03.2018
Revenue From Operations 0 2863887.87
Other Income 3164855 2910607.75
Total Revenue 3164855 5774495.62
Total Expenses 2435200 6558330.54
Profit/(Loss) Before Exceptional Items And Tax 729655 (783834.92)
Exceptional Items 0.00 0.00
Profit/(Loss) Before Tax (783834.92) (783834.92)
Tax Expenses
Current Tax 184623 0.00
Deferred Tax 29306 21597.80
Income Tax Paid 0.00 0.00
Total Tax Expense 213929 21597.80
Profit/(Loss) For The Year 515726 (805432.72)

PERFORMANCE AND OPERATIONS

During the year, the No Revenue from Operations of your Company, your Companys has profit of Rs. 515726 /- vis-a-vis Rs. (805432.72)/- in the previous year.

The closure of the Companys 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.

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" March, 2019 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:

All transactions with related parties were in the ordinary course of business and at arms length. The company has not entered into any transaction of a material nature with any of the related parties which are in conflict with the interest of the company. The details of related party transactions are disclosed in AOC-2 attached to and forming part of the accounts.

EXTRACT OFANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 (the Act) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in Form MGT-9 is Annexed herewith as Annexure-I.

SHARE CAPITAL:

The Authorised Share Capital of the Company as on 31s: March, 2019 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:

NAME OF DIRECTORS /KMP POSITION HELD
1. Mr. Noratmal Kawar Chairman & Managing Director
2. Mr. Anil Sayarchand Kawar Director
3. Mrs. Shweta Vikash Kawar Women Director
4. Mr. Rajendra Kumar Abani Independent Director
5. Mr. Naresh Kumar Jain Independent Director
6. Mr. Akshay Vyas Company Secretary
7. *Rameshwar Jangid Chief Financial Officer

*Mr. Rameshwar Jangid appointed as a Chief Financial Officer (CFO) on 18th April, 2019, Pursuant to the provisions of Companies Act, 2013.

There is no change in the board during financial year 2018-2019.

DIRECTORS RETIRE BY ROTATION:

As per the provisions of the Companies Act, 2013, Mrs. Shweta Vikash Kawar, retires by rotation at the forthcoming AGM and being eligible, offers herself for reappointment. The Board recommends her 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, 6 (Six) 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, 2019, 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, 2019 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

31,2019, 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:

M/s. Rahul Shah & Co., Chartered Accountants, was appointed as the Statutory Auditors for a period of 5 years in the 29th Annual General Meeting held on 29.09.2017. Pursuant to amendments in Section 139 of the Companies Act,

2013, the requirements to place the matter relating to such appointment for ratification by members at every AGM has been omitted with effect from 7th May, 2018.

STATUTORY AUDITOR REPORT:

A copy of the Auditors Report for the year ended on March 31,2019 along with the standalone financial statements thereon forms part of the Annual Report. The Notes on Financial Statements referred to in the Auditors Report are self- explanatory and do not call for any further comments and there are no qualification remarks made by the Auditors in their report, hence no explanation is required in this regard.

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 2018 -2019 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 2018-19.

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-ll, 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.

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 Companys 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 ReportasAnnexure-lll.

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 auditors certificate thereon in terms of Regulation 34 Listing Regulations, 2015 read with Schedule V of said regulations forms part ofthe 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.

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.

Particulars Current Year
(i) Foreign exchange earnings Nil
(ii) Foreign exchange outgo Nil

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 Companys assets are adequately covered by comprehensive insurance. The Companys 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 31,2019 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 COMPANYS OPERATION IN FUTURE:

During the year under review the Company has received order from Regional Director, western Region, Mumbai for Shifting of registered office from state of Maharashtra to state of Rajasthan, and no such orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

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 INIATIVES

Electronic copies of the Annual Report 2018-2019 and Notice of the 31st 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 2018- 2019 and the Notice of the 31 "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 2018-19.

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

Date: 30/05/2019 Place: Jodhpur Anil Kawar DIN: 00464523 Director Noratmal Kawar DIN:00464435 Managing Director