(Pursuant to the provisions of Sub Section (3) of Section 134 of the Companies Act,
2013)
To,
The Shareholders of
NEELKANTH ROCK-MINERALS LIMITED
On behalf of the Board of Directors, it is our pleasure to present the 36th Annual
Report together with the Audited Statement of Accounts of NEELKANTH ROCK-MINERALS LIMITED
("the Company'') for the Financial Year ended 31st March, 2024.
FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY:
The performance of the Company during the year has been as under:
(Amount in Hundred)
|
31.03.2024 |
31.03.2023 |
| Revenue From Operations |
0 |
0 |
| Other Income |
66243 |
63637 |
| Total Revenue |
66243 |
63637 |
| Total Expenses |
33183 |
32909 |
| Profit/(Loss) Before Exceptional Items And Tax |
33059 |
30728 |
| Tax Expenses |
|
|
| Current Tax |
8601 |
8101 |
| Deferred Tax |
0.00 |
0.00 |
| Income Tax Paid |
429 |
314 |
| Total Tax Expense |
9030 |
8415 |
| Profit/(Loss) For The Year |
24029 |
22313 |
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 31st 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 31st 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:
| S.NO |
NAME OF DIRECTOR'S /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. |
Rameshwar jangid |
Chief Financial Officer |
| 7. |
Mr. Sourabh Arora |
Company Secretary |
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
nonenablement 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-Ill.
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.
| S. No. |
Particulars |
Current Year |
| CO |
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 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 36th 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 36th 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 |
|
| Date: 05/09/2024 |
Anil Kawar |
Noratmal Kawar |
| Place: Jodhpur |
DIN:00464523 |
DIN:00464435 |
|
Director |
Managing Director |
