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Auditor Report of Neelkanth Rockminerals Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of NEELKANTH ROCK MINERALS LIMITED ('the Company') , which comprise the Balance Sheet as at March 31,2015, the Statement of Profit and Loss, the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

1. Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in sec 134(5) of the Companies Act. 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting principles generally accepted in India, including the Accounting Standards specified under sec 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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 judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control, 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.

2. Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statement that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

3. Opinion

"In our opinion and to the best of our information and according to the explanations given to us, the 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 31 st March, 2015 and its profit/loss and its cash flows for the year ended on that date."

4. Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor's Report) Order, 2015 ("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 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 and cash flow statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act read with rule 7 of the Companies (Accounts) Rules,2014.

e) On the basis of written representations received from the directors as on March 31,2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of sec 164(2) of the Act.

f) With respect to the other matters to be included in the Auditor's 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.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEELKANTH ROCK MINERALS LIMITED AS AT 31 ST MARCH 2015

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

i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets - *

(b) The fixed assets 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.

ii) In respect of its inventories:

(a) As expLalned to us inventories were physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firm or other parties covered in the register maintained under Section 189 of the Companies Act 2013 and hence sub cl. (a) and (b) are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further on the basis of examination of the books and records of the company and according to information and and explanation given to us, we have not observed any major weakness in the internal control system during the course of the audit.

(v) in our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under and the directive issued by the Reserve Bank of India, where applicable, with regard to the deposit accepted from the public.

(vi) "We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148 (1) of the Companies Act, 2013, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have however not made detailed examination of these cost records with a view to determine whether they are accurate or complete."

(vii) a. According to the information and explanations given to us in respect of Statutory and other dues the Company has been regular in depositing undisputed statutory dues, including Provident Fund, Income Tax, Sales Tax, Wealth tax, service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities during the year.

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

c. As stated to us there is no amount required to be transferred to Investor Education and Protection Fund.

(viii) The Company does not have accumulated losses as at the end of the year. The Company has not incurred any cash losses during the current year as well as in the preceeding year.

(ix) As stated to us, the company has not availed any financial assistance from financial institution, banks and debenture holders and therefore question of default for their repayment does not arise.

(x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and other financial institution.

(xi) To the best of our knowledge and belief and according to the information and explanation given to us, there is no term loans availed by the Company and therefore question of its application for otherwise purposes does not arise.

(xii) To the best of our knowledge and belief and according to the information and explanations given to us, no material fraud on or by the Company was noticed or reported during the year.

For MAHESHWARI AND JAIN; Chartered Accountants ICAI FRN 011496C

(RAJENDRA JAIN) PLACE: JODHPUR PARTNER DATED: 21TH MAY 2015 MEM NO- 070918


Mar 31, 2014

We have audited the accompanying financial statements NEELKANTH ROCKMINERALS LIMITED, which comprise the Balance Sheet as at March 31,2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial, statements that give a true and fair view of die financial position, financial performance ana cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fmanciaf statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility Opinion

"In our opinion and to the best of our information and according to the explanations given to us, the 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:"

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014;

(b) in the case of the Profit and Loss Account, of the profit/ loss for die year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date,

Report on Other Legal and Regulatory Requirements

1 "As required by the Companies (Auditor''s Report) Order 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order

2 As required by section 227(3) of the Act, we report that:

a) We have 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 and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from branches not visited by us;

d) "In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement coinply with the Accounting Standards referred to in subsection (3C) of section 2! 1 of the Companies Act, 1956;"

e) "On the basis of written representations received from the directors as on March 31, 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014, from being anointed as a director in terms of cl ause (g) of sub-section (1) of section 2 74 of the Companies Act,

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A ofthe Companies Act, .1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company,

ANNEXURE TO THE AUDITORS'' REPORT (Referred to in paragraph 3 of our report of even date)

(i) The nature of the Company''s business / activities during the year have been such that clause (xiii) and

(xiv) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

(ii) In respect of its Fixed Assets:

a. The Company has maintained properrecords showing full particulars, including quantitative details and situation offixed assets.

b. The fixed assets 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.

(iii) In respect of its Inventories:

(a) As explained to us inventories were physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firm or other parties covered in register maintained under Section 301 oftheCompaniesAct 1956-

(b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firm or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

(v) In our opinion and according to the information and explanations given to ns. there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purposeof inventory and fixed assets and for the sale ofgoods and services.

(vi) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act 1956:

(a) To the best of our knowledge and belief and according to the information and explanation given to us, the particulars of all contracts or arrangements refereed to in section 301 of Ihe Companies Act, 1956 have been entered in registerto be maintained under that section and.

(b) According to the information and explanations given to us the transactions made in pursuance of such contracts or arrangements have been made at prices which arc prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vii) In our opinion and according to the information and explanations given to us, the Company has not acccpted deposits for the public during the year.

(viii) Inouropinion, the internal audit functions carried out during the year have beeu commensurate with the size of the Company and the nature of its business.

(ix) We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(i)(d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed, accounts and records have been made and maintained. We have however not made detailed examination of these cost records with a view to determine whether they are accurate or complete.

(x) According to the information and explanations given to us in respect of Statutory and other dues:

(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales lax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, cess and any other statutory dues with the appropriate authorities during the year.

(b) As informed to us there is no disputed amounts to be deposited which are pending at any forum of appellate authorities.

(xi) The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash losses during the current and the immediate preceding financial year.

(xii) The Company has not availed any financial assistance from any of the financial institution/bank or raised any debentures and therefore the question of default in repayment thereof does not arise.

(xiii) According to the information and explanations given to us, the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other investment.

(xiv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xv) The Company has not availed any term loans and therefore the question of its application for the desired purpose does not arise.

(xvi) According to tire Cash Flow Statement and other records examined by us and the information and explanation given to us, on an overall basis, funds raised on short-term basis have, prima facie, not been used during the year for long-term investment.

(xvii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 ofthe Companies Act, 1956, during the year and hence the question of whether the price at which shares have been issued, is prejudicial to the interest of the Company, does not arise.

(xviii) The company has not issued any debenture and therefore the question of creating securities or charge there against, does not arise.

(xix) The Company has not raised monies by public issues during the year and hence the question of disclosure and verification of end use of such monies does not arise.

(xx) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For MAHESWARi & JAIN Chartered Accountants ICA1 FRN 011496C

(RAJENDRAJAIN) PARTNER Membership Number 70918 Place of Signature : JODHPUR DATE :21st MAY 2014


Mar 31, 2013

1) We have audited the attached Balance Sheet of Neelkanth Rockminerals Limited as at 31st March, 2013 and also the Profit & Loss Account & the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our Audit.

2) We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a Statement on the matters specified in paragraphs 4 & 5 of the said order.

4) Further to our comments in the Annexure referred to in Para 3 above, we report that:

i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

ii) 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.

iii) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

iv) In our opinion, the Balance Sheet, Profit & Loss account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 ofthe Companies Act, 1956;

v) On the basis of written representations received from the Directors, as on 31* March, 2013 taken on record by the Board of Directors, we report that none of the directors is disqualified as on 311* March, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274oftheCompaniesAct, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the notes there on, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In the Case of the Balance Sheet, of the state of affairs ofthe company as at 31 * March, 2013.

b. In the case of the Profit & Loss Account, of the profit of the company for the year ended on that date, and.

c. In the case of the Cash Flow Statement, of the Cash Flows of the company for the year ended on that date.

(i) The nature of the Company''s business / activities during the year have been such that clause (xiii) and (xiv) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

(ii) In respect of its Fixed Assets:

a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b.The fixed assets 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.

(iii) In respect of its Inventories:

(a) As explained to us inventories were physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) According to the information and explanations given to us, the Company has not granted any loans, secured or

(a) unsecured to companies, firm or other parties covered in register maintained under Section 301 of the Companies Act 1956..

(b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firm or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

(v) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purpose of inventory and fixed assets and for the sale of goods and services.

(vi) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act 1956:

(a) To the best of our knowledge and belief and according to the information and explanation given to us, the particulars of all contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in register to be maintained under that section and.

(b) According to the information and explanations given to us the transactions made in pursuance of such contracts or arrangements have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vii) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public during the year.

(viii) In our opinion, the internal audit functions carried out during the year have been commensurate with the size ofthe Company and the nature of its business.

(ix) The Central Government has not prescribed the maintenance of cost records by the company under section 209 (1) (d) of the Companies Act for any of the products of the company.

(x) According to the information and explanations given to us in respect ofStatutory and other dues:

(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, cess and any other statutory dues with the appropriate authorities during the year.

(b) As informed to us there is no disputed amounts to be deposited which are pending at any forum of appellate authorities.

(xi) The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash losses during the current and the immediate preceding financial year.

(xii) The Company has not availed any financial assistance from any of the financial institution/bank or raised any debentures and therefore the question of default in repayment thereof does not arise.

(xiii) According to the information and explanations given to us, the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other investment.

(xiv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions

(xv) The Company has not availed any term loans and therefore the question of its application for the desired purpose does not arise.

(xvi) According to the Cash Flow Statement and other records examined by us and the information and explanation given to us, on an overall basis, funds raised on short-term basis have, prima facie, not been used during the year for long-term investment.

(xvii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956, during the year and hence the question of whether the price at which shares have been issued, is prejudicial to the interest ofthe Company, does not arise.

(xviii) The company has not issued any debenture and therefore the question of creating securities or charge there against, does not arise.

(xix) The Company has not raised monies by public issues during the year and hence the question of disclosure and verification of end use ofsuch monies does not arise.

(xx) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

FOR MAHESHWARI & JAIN

Firm Reg. No. 011496C

Chartered Accountants

(Rajendra Jain)

Partner

Place: Jodhpur MembershipNo70918

Date:25''MAY2013


Mar 31, 2012

1) We have audited the attached Balance Sheet of Neelkanth Rockminerals Limited as at 31st March, 2012 and also the Profit & Loss Account & the Cash Flow Statement for the year ended on that date annexed thereto These financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on these financial statements based on our Audit.

2) We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements arc free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements An $audit also includes assessing the accounting principles used and significant estimates made by the management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditor s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a Statement on the matters specified in paragraphs 4 & 5 of the said order.

4) Further to our comments in the Annexure referred to in Para 3 above, we report that:

i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit; -

ii) 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.

iii) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

iv) In our opinion, the Balance Sheet, Profit & Loss account and the Cash Flow Statement dealt with by this report comply with the accounting standards re/erred to in sub-section (3C) of section 21 i of the Companies Act. 1956;

v) On the basis of written representations received from the Directors, as on 31" M arch, 2012 taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the notes there on, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In the Case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2012.

b. In the case of the Profit & Loss Account, of the profit of the company for the year ended on that date, and.

c. In the case of the Cash Flow Statement, of the Cash Flows of the company for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date)

(i) The nature of the Company s business / activities during the year have been such that clause (xiii) and (xiv) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

(ii) In respect of its Fixed Assets:

a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b The fixed assets 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.

(iii) In respect of its Inventories:

(a) As explained to us inventories were physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical , verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) According to the information and explanations given to us, the Company has not granted any loans, secured

- (a) unsecured to companies, firm or other parties covered in register maintained under Section 301 of the Companies Act 1956..

(b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firm or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

(v) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purpose of in venture and fixed assets and for the sale of goods and services.

(vi) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act 1956:

(a) To the best of our knowledge and belief and according to the information and explanation given to us, the particulars of all contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in register to be maintained under that section and.

(b) According to the information and explanations given to us the transactions made in pursuance of such contracts or arrangements have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vii) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public during the year.

(viii) In our opinion, the internal audit functions carried out during the year have been commensurate with the size of the Company and the nature of its business.

(ix) The Central Government has not prescribed the maintenance cost records by the company under section 209 (1) (d) of the Companies Act for any of the products of the company.

(x) According to the information and explanations given to us in respect of Statutory and other dues:

(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, cess and any other statutory dues with the appropriate authorities during the year.

(b) As informed lo us there is no disputed amounts to be deposited which are pending al any forum of appellate authorities.

(xi) The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash losses during the current and the immediate preceding financial year.

(xii) The Company has not availed any financial assistance from any of the financial institution/bank or raised any debentures and therefore the question of default in repayment thereof does not arise.

(xiii) According to the information and explanations given to us, the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other investment.

(xiv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions

(xv) The Company has not availed any term loans and therefore the question of its application for the desired purpose does not arise.

(xvi) According to the Cash Flow, Statement and other records examined by us and the information and explanation given to us, on an overall basis, funds raised on short-term basis have, prima facie, not been used during the year for long-term investment.

(xvii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956, during the year and hence the question of whether the price at which shares have been issued, is prejudicial to the interest of the Company, does not arise. -

(xviii) The company has not issued any departure and therefore the question of creating securities or charge there against, does not arise. .

(xix) The Company has not raised monies by public issues during the year and hence the question of disclosure and verification of end use of such monies does not arise.

(xx) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

FOR MAHESHWARI & JAIN.

Firm Reg. No. 011496C Chartered Accountants

(Rajendra Jain)

Partner

Place: Jodhpur Membership No 70918

Date :23RD MAY2012


Mar 31, 2011

1) We have audited the attached Balance Sheet of Neelkanth Rockminerals Limited as at 31st March, 2011 and also the Profit & Loss Account & the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our Audit.

2) We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a Statement on the matters specified in paragraphs 4 & 5 of the said order.

4) Further to our comments in the Annexure referred to in Para 3 above, we report that:

i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

ii) 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.

iii) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

iv) In our opinion, the Balance Sheet, Profit & Loss account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

v) On the basis of written representations received from the Directors, as on 31st March, 2011 taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (i) of section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the notes there on, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In the Case of the Balance Sheet, of the state of affairs of the company as at 31st March,2011.

b. In the case of the Profit & Loss Account, of the profit of the company for the year ended on that date, and.

c. In the case of the Cash Flow Statement, of the Cash Flows of the company for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT (Referred to in paragraph 3 of our report of even date)

(i) The nature of the Company's business / activities during the year have been such that clause (xiii) and (xiv) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

(ii) In respect of its Fixed Assets:

a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b.The fixed assets 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.

(iii) In respect of its Inventories:

(a) As explained to us inventories were physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firm or other parties covered in register maintained under Section 301 of the Companies Act 1956..

(b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firm or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

(v) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for me purpose of inventory and fixed assets and for the sale of goods and services.

(vi) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act 1956:

(a) To the best of our knowledge and belief and according to the information and explanation given to us, the particulars of all contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in register to be maintained under that section and.

(b) According to the information and explanations given to us the transactions made in pursuance of such contracts or arrangements have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vii) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public during the year.

(viii) In our opinion, the internal audit functions carried out during the year have been commensurate with the size of the Company and the nature of its business.

(ix) The Central Government has not prescribed the maintenance of cost records by the company under section 209 (1) (d) of the Companies Act for any of the products of the company.

(x) According to the information and explanations given to us in respect of Statutory and other dues:

(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, cess and any other statutory dues with the appropriate authorities during the year.

(b) As informed to us there is no disputed amounts to be deposited which are pending at any forum of appellate authorities.

(xi) The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash losses during the current and the immediate preceding financial year.

(xii) The Company has not availed any financial assistance from any of the financial institution/bank or raised any debentures and therefore the question of default in repayment thereof does not arise.

(xiii) According to the information and explanations given to us, the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other investment.

(xiv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions

(xv) The Company has not availed any term loans and therefore the question of its application for the desired purpose does not arise.

(xvi) According to the Cash Flow Statement and other records examined by us and the information and explanation given to us, on an overall basis, funds raised on short-term basis have, prima facie, not been used during the year for long-term investment.

(xvii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956, during the year and hence the question of whether the price at which shares have been issued, is prejudicial to the interest of the Company, does not arise.

(xviii) The company has not issued any debenture and therefore the question of creating securities or charge there against, does not arise.

(xix) The Company has not raised monies by public issues during the year and hence the question of disclosure and verification of end use of such monies does not arise.

(xx) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

FOR MAHESHWARI & JAIN Chartered Accountants

(Rajendra Jain) Partner Membership No 70918

Place: Jodhpur Date : June 23,2011




Mar 31, 2010

1) We have audited the attached Balance Sheet of Neelkanth Rockminerals Limited as at 31st March, 2010 and also the Profit & Loss Account & the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our Audit

2) We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a Statement on the matters specified in paragraphs 4 & 5 of the said order.

4) Further to our comments in the Annexure referred to in Para3 above, we report that:

i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit; ii) 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. iii) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account. iv) In our opinion, the Balance Sheet, Profit & Loss account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

v) On the basis of written representations received from the Directors, as on 31st March 2010 taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vi) in our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the notes there on, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In the Case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2010.

b. In the case of the Profit & Loss Account, of the profit of the company for the year ended on that date, and.

c. In the case of the Cash Flow Statement, of the Cash Flows of the company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 3 of our report of even date) (i) The nature of the Companys business / activities during the year have been such that clause (xiii) and (xiv) of paragraph 4 of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

(ii) In respect of its Fixed Assets:

a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. The fixed assets 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.

(iii) In respect of its Inventories:

(a) As explained to us inventories were physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firm or other parties covered in register maintained under Section 301 of the Companies Act 1956.

(b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firm or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

(v) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purpose of in ventory and fixed assets and for the sale of goods and services.

(vi) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies sAct 1956:

(a) To the best of our knowledge and belief and according to the information and explanation given to us, the particulars of all contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in register to be maintained under that section and.

(b) According to the information and explanations given to us the transactions made in pursuance of such contracts or arrangements have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vii) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public during the year.

(viii) In our opinion, the internal audit functions carried out during the year have been commensurate with the size of the Company and the nature of its business.

(ix) The Central Government has not prescribed the maintenance of cost records by the company under section 209 (1) (d) of the Companies Act for any of the products of the company.

(x) According to the information and explanations given to us in respect of Statutory and other dues:

(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, cess and any other statutory dues with the appropriate authorities during the year.

(b) As informed to us there is no disputed amounts to be deposited which are pending at any forum of appellate authorities.

(xi) The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash losses during the current and the immediate preceding financial year.

(xii) The Company has not availed any financial assistance from any of the financial institution/bank or raised any debentures and therefore the question of default in repayment thereof does not arise.

(xiii) According to the information and explanations given to us, the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other investment.

(xiv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions

(xv) The Company has not availed any term loans and therefore the question of its application for the desired purpose does not arise.

(xvi) According to the Cash Flow Statement and other records examined by us and the information and explanation given to us, on an overall basis, funds raised on short-term basis have, prima facie, not been used during the year for long-term investment.

(xvii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956, during the year and hence the question of whether the price at which shares have been issued, is prejudicial to the interest of the Company, does not arise.

(xviii) The company has not issued any debenture and therefore the question of creating securities or charge there against, does not arise.

(xix) The Company has not raised monies by public issues during the year and hence the question of disclosure and verification of end use of such monies does not arise.

(xx) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

FOR MAHESHWARI & JAIN

Chartered Accountants

(RAJENDRAJAIN)

Placer : Jodhpur Partner

Date: June 15,2010 Membership No. 70918

 
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