(Pursuant to the provisions of Sub Section (3) of Section 134 of the Companies Act2013)
The Shareholders of
NEELKANTH ROCK-MINERALS LIMITED
On behalf of the Board of Directors it is our pleasure to present the 32nd AnnualReport together with the Audited Statement of Accounts of NEELKANTH ROCK- MiNeRALS LIMITED("the Company") for the Financial Year ended 31st March 2020.
FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY:
The performance of the Company during the year has been as under:
| ||31.03.2020 ||31.03.2019 |
|Revenue From Operations ||0 ||0 |
|Other Income ||3562685 ||3164855 |
|Total Revenue ||3562685 ||3164855 |
|Total Expenses ||2829435 ||2435200 |
|Profit/(Loss) Before Exceptional Items And Tax ||733251 ||729655 |
|Exceptional Items ||0.00 ||0.00 |
|Profit/(Loss) Before Tax ||733251 ||729655 |
|Tax Expenses || || |
|Current Tax ||184896 ||184623 |
|Deferred Tax ||6033 ||29306 |
|Income Tax Paid ||0.00 ||0.00 |
|Total Tax Expense ||190929 ||213929 |
|Profit/(Loss) For The Year ||542321 ||515726 |
PERFORMANCE AND OPERATIONS
During the year the No Revenue from Operations of your Company your Company's hasprofit of Rs. 542321 /- vis-a-vis Rs. 515726/- in the previous year.
The closure of the Company's unit has posed a challenge for the Company. Your directorsare exploring alternate avenues to make the Company operative.
INDIAN ACCOUNTING STANDARD
The Ministry of Corporate Affairs (MCA) on February 16 2015 notified that IndianAccounting Standards (IND AS) are applicable to certain classes of companies from April12016 with a transition date of April 12015. IND AS has replaced the previous IndianGAAP prescribed under Section 133 of the Companies Act 2013 ("the Act") readwith Rule 7 of the Companies (Accounts) Rules 2014. IND AS is applicable to the Companyfrom April 12017.
TRANSFER TO RESERVES
The company except its profits/losses does not propose any amount to transfer to theGeneral Reserves.
Your Board of Directors is not recommended any dividend.
SUBSIDIARIES / ASSOCIATES:
Your Company had no subsidiaries Joint Venture or Associate Company during the yearunder review.
PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES:
The details of Loans Guarantees Securities and Investments made during the financialyear ended 31st March 2020 are given in the notes to the Financial Statements incompliance with the provisions of Section 186 of the Companies Act 2013 read withCompanies (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.
Your Company has not accepted any deposits during the year within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFFERED TO INSUB-SECTION (1) OF SECTION 188:
All transactions with related parties were in the ordinary course of business and atarm's length. The company has not entered into any transaction of a material nature withany of the related parties which are in conflict with the interest of the company. Thedetails of related party transactions are disclosed in AOC-2 attached to and forming partof the accounts.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act 2013 ('the Act') and rule 12(1) of theCompanies (Management and Administration) Rules 2014 extract of annual return in FormMGT-9 is Annexed herewith as 'Annexure-I'.
The Authorised Share Capital of the Company as on 31st March 2020 was Rs. 55000000divided in 5500000 Equity Shares of Rs. 10/- each and the Paid-up Equity Share Capitalof the Company as on date was Rs. 50437000 divided in 5043700 Equity Shares of Rs.10/- each.
During the year under review the Company has not issued any shares with or withoutdifferential 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 IndependentDirectors who are having wide and varied experience in different disciplines of corporatefunctioning. 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 |
Mr. Rameshwar Jangid appointed as a Chief Financial Officer (CFO) on 18th April 2019Pursuant to the provisions of Companies Act 2013.
During the financial year Mr. Akshay Vyas Whole time company secretary and KeyManagerial Personnel of the company resigned w.e.f. 02.07.2019 and relived from all hisduties. Ms. Kritika Jain has been appointed as Company Secretary and Compliance Officerwith effect from 15th September 2020.
Mr. Noratmal Kawar Re-appointed as a Managing Director by the Board of Directorssubject to the approval of members in ensuing Annual General Meeting.
DIRECTORS RETIRE BY ROTATION:
As per the provisions of the Companies Act 2013 Mr. Anil Sayarchand Kawar retires byrotation at the forthcoming AGM and being eligible offers himself for reappointment. TheBoard recommends his reappointment.
PERFORMANCE EVALUATION OF THE BOARD:
During the year under review pursuant to the provisions of Section 178 of theCompanies 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 Directorsand of its Committees and individual Directors on the basis of a structured questionnairewhich comprise evaluation criteria taking into consideration various performance relatedaspects.
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 perSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid 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 7 (Seven) Board Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the meetings was within the period of 120 days as prescribed under theCompanies 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 Directorswould like to state that:
a) in the preparation of the annual accounts for financial year ended March 31 2020the applicable accounting standards have been followed along with proper explanationrelating to material departures;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312020 and of the profit ofthe Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 2020on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
There are no qualifications reservations adverse remarks or disclaimers in theStatutory Auditor's Report on the Financial Statements of the Company of the company forthe financial year 2019-20 and hence does not require any explanations or comments.
STATUTORY AUDITOR REPORT:
A copy of the Auditor's Report for the year ended on March 312020 along with thestandalone financial statements thereon forms part of the Annual Report. The Notes onFinancial Statements referred to in the Auditor's Report are self-explanatory and do notcall for any further comments and there are no qualification remarks made by the Auditorsin their report hence no explanation is required in this regard.
The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under section 143(12) of the Companies Act 2013.
The Cost audit of the Company has not been conducted for the financial year 20192020 asprovisions 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 hasappointed M/s SKJ & Associates Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the financial year 2019-20.
In terms of provisions of sub-section 1 of section 204 of the Companies Act 2013 theCompany has annexed to this Board Report as Annexure-II a Secretarial Audit Report givenby the Secretarial Auditor. The response of your directors on the observation made inSecretarial 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 was not in a position to appoint the Company Secretary due to its weakfinancial condition. The Board has however appointed a Company Secretary to comply withthe requirements specified under Section 203 of the Companies Act 2013 on 15th September2020.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis forms an integral part of this Report and givesdetails of the overall industry structure developments performance and state of affairsof the Company's business internal controls and their adequacy risk management systemsand other material developments during the financial year.
Management Discussion and Analysis Report is presented in a separate section forms partof the Annual Report as Annexure-III.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015. The InsiderTrading Policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as theconsequences of violation. The policy has been formulated to regulate monitor and ensurereporting of deals by employees and to maintain the highest ethical standards of dealingin Company securities.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements. The Report on Corporate Governance withauditor's certificate thereon in terms of Regulation 34 Listing Regulations 2015 readwith 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 notrequired to undertake Corporate Social Responsibility activities.
SECRETARIAL STANDARDS OF ICSI
The Company confirms compliance with the applicable requirements of SecretarialStandards 1 and 2.
PARTICULARS OF EMPLOYEES:
There are no employees who are receiving remuneration exceeding of Rs. 8.5 lakh permonth or Rs. 1.20 Crore per annum under rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 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
The efforts made towards technology absorption: NIL
The benefits derived like product improvement cost reduction productdevelopment or import substitution: NIL
In case of imported technology (imported during the last three years reckonedfrom 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 reasonsthereof; 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 |
|(i) ||Foreign exchange earnings ||Nil |
|(ii) ||Foreign exchange outgo ||Nil |
The Company has adopted a Whistle Blower Policy establishing vigil mechanism toprovide a formal mechanism to the Directors and employees to report concerns aboutunethical 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 availof the mechanism and provides direct access to the Chairperson of the Audit Committee inexceptional cases. It is affirmed that no personnel of the Company has been denied accessto the Audit Committee. The Whistle Blower Policy aims for conducting the affairs in afair and transparent manner by adopting highest standards of professionalism honestyintegrity and ethical behavior.
The Company has been undertaking periodic review of its operations to address variousrisks 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 comprehensiveinsurance. The Company's risk management approach and practices continued to focus onminimizing the adverse impact of risks on its business objectives and to enable theCompany to leverage market opportunities based on risk-return parity.
COMMITTEES OF THE BOARD
The Board has 3 (Three) Committees - the Audit Committee Nomination and RemunerationCommittee and Stakeholders Relationship Committee. All committees consist of majority ofIndependent Directors. The Composition and terms of reference details of meetings andother 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 theCompany which has occurred from the end of financial year i.e. March 312020 to the dateof Directors Report.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACATING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:
During the year under review the Company has received order from Regional Directorwestern Region Mumbai for Shifting of registered office from state of Maharashtra tostate of Rajasthan and no such orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.
Electronic copies of the Annual Report 2019-2020 and Notice of the 32nd Annual GeneralMeeting are sent to all members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addressesphysical copies of the Annual Report 20192020 and the Notice of the 32nd Annual GeneralMeeting 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 theirvotes electronically on all resolutions set forth in the Notice. This is pursuant toSection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Amendment Rules 2015. The instructions for e-voting are provided in theNotice.
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 forits members.
POLICY ON SEXUAL HARASSMENT
The company has in place a policy for prevention of sexual harassment in accordancewith the requirements of the Sexual Harassment of women at workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy. The Company did notreceive any complain during the year2019-20.
The Directors take this opportunity to place on record their sincere thanks to thesuppliers customers strategic partners Banks and Financial Institutions InsuranceCompanies Central and State Government Departments and the shareholders for their supportand co-operation extended to the Company from time to time. Directors are pleased torecord their appreciation of the sincere and dedicated services of the employees andworkmen at all levels
For and on behalf of Board
| ||Anil Kawar ||Noratmal Kawar |
|Date: 30/10/2020 ||DIN:00464523 ||DIN:00464435 |
|Place: Jodhpur ||Director ||Managing Director |