Auditor Report of Neelkanth Rock-Minerals Ltd.

Mar 31, 2025

We have audited the accompanying financial statements of Neelkanth Rockminerals Ltd.
("the company”], which comprise the Balance Sheet as at 31 March 2025, the Statement of
Profit and Loss (including Other Comprehensive Income], the Statement of Changes in Equity
and the Statement of Cash Flows for the year ended on that date and notes to the financial
statements, including a summary of material accounting policies and other explanatory
information.

In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid financial statements give the information required by the Companies Act, 2013
(the "Act”] in the manner so required and give a true and fair view in conformity with the
Indian Accounting Standards prescribed under section 133 of the Act, ("Ind AS”] and other
accounting principles generally accepted in India, of the state of affairs of the Company as at
March 31, 2025 and its profit, total comprehensive income, changes in equity and its cash flows
for the year ended on that date.

Basis for opinion

We conducted our audit of Financial Statement in accordance with the Standards on Auditing
(SAs] specified under Section 143(10] of the Act. Our responsibilities under those Standards
are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements
section of our report. We are independent of the company in accordance with the Code of
Ethics issued by the Institute of Chartered Accountants of India (''ICAI''] together with the
ethical requirements that are relevant to our audit of financial statements under the provisions
of the Act and the Rules made there under, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. 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.

Emphasis of Matter

The company has provided loans and advances to unrelated parties and earns major part of its
total income from interest. According to the provisions of the Reserve Bank of India, the company
satisfies the principal business criteria to get registered as Non-banking financial institution, but
has not obtained the required registration with the Reserve Bank of India. The management
intends to discontinue such activities and take corrective actions in the upcoming financial year.

Our opinion is not modified in respect of this matter.

Information Other than the Financial Statements an Auditor''s Report Thereon

The Company’s Board of Directors is responsible for the preparation of other information. The
other information comprises the information included in the Management Discussion and
Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility and

Sustainability Report, Corporate Governance and Shareholder''s Information, but does not
include the standalone financial statements and our auditor''s report thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of
this other information; we are required to report that fact. We have nothing to report in this
regard

Responsibilities of Management and Those Charged with Governance for the Standalone
Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the
Act with respect to the preparation and presentation of these financial statements that give a
true and fair view of the financial position, financial performance including other
comprehensive income, statement of changes in equity and cash flows of the company in
accordance with the Ind AS and other accounting principles generally accepted in India. This
responsibility also includes the maintenance of adequate accounting records in accordance
with the provision of the Act for safeguarding of the assets of the Company and for preventing
and detecting the frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of 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.

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

The Board of Directors is also responsible for overseeing the Company''s financial reporting
process.

Auditor''s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for
our opinion.

• The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

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

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

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

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

Materiality is the magnitude of misstatements in the financial statements that, individually or
in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable
user of the financial statements may be influenced. We consider quantitative materiality and
qualitative factors in (i) planning the scope of our audit work and in evaluating the results of
our work; and (ii) to evaluate the effect of any identified misstatements in the standalone
financial statements.

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

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

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

Report on other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit, we report, to the extent
applicable, 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 purposes of our audit of the
aforesaid financial statements.

b) In our opinion, proper books of account as required by law relating to preparation of
the aforesaid financial statements have been kept so far as it appears from our
examination of those books.

c) The balance sheet, the statement of profit and loss including Other Comprehensive
Income, the statement of changes in equity and the statement of cash flows dealt with
by this report are in agreement with the relevant books of account maintained for the
purpose of preparation of the financial statements.

d) In our opinion, the aforesaid financial statements comply with the Ind AS specified
under Section 133 of the Act.

e) On the basis of the written representations received from the directors of the Company,
as on 31 March 2025 taken on record by the Board of Directors, none of the directors is
disqualified as on 31 March 2025 from being appointed as a director in terms of Section
164(2) of the Act.

f) With respect to adequacy of the internal financial controls over the financial reporting
of the company with reference to these Financial Statements and the operating
effectiveness of such controls, refer to our separate Report in "Annexure-B" to this
report. Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company’s internal financial controls with reference to standalone
financial statements.

g) With respect to the other matters to be included in the Auditor''s Report in accordance
with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations
given to us, the company has not paid any remuneration to the directors of the company
during the year, and hence, the company has complied with the provisions of section
197 of the Act.

h) With respect to the other matters to be included in the Auditors’ Report in accordance
with Rule 11 of the Companies (Audit and Auditor''s) Rules, 2014, as amended, in our

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

i. The Company does not have any pending litigations which would impact its f inancial
position.

ii. The Company did not have any long-term contracts including derivatives contracts for
which there were any material foreseeable losses.

iii. There has been no amount required to be transferred, to the Investor Education and
Protection Fund by the Company.

iv.

a. The Management has represented that, to the best of its knowledge and belief, no funds
(which are material either individually or in the aggregate) have been advanced or
loaned or invested (either from borrowed funds or share premium or any other sources
or kind of funds) by the Company to or in any other person or entity, including foreign
entity ("Intermediaries"), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

b. The Management has represented, that, to the best of its knowledge and belief, no funds
(which are material either individually or in the aggregate) have been received by the
Company from any person or entity, including foreign entity ("Funding Parties"), with
the understanding, whether recorded in writing or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries")
or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

c. Based on the audit procedures that have been considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and
(b) above, contain any material misstatement.

v. The company has not declared nor paid any dividend for the financial year 2024-25.

vi. Based on our examination, which included test checks, the Company has used
accounting software for maintaining its books of account for the financial year ended
March 31, 2025 which has a feature of recording audit trail (edit log) facility and the
same has operated throughout the year for all relevant transactions recorded in the
software’s.

Further, where audit trail (edit log) facility was enabled and operated, we did not come
across any instance of audit trail feature being tampered with during the course of our
audit. Additionally, where the audit trail (edit log) facility was enabled and operated in
the previous year, the audit trail has been preserved by the Company as per the
statutory requirements for record retention.

2. As required by the Companies [Auditors'' Report] Order, 2020 ["the Order"] issued by
the Central Government of India in terms of Section 143[11] of the Act, we give in
"Annexure-A" a statement on the matters specified in paragraphs 3 and 4 of the Order,
to the extent applicable.

For Shambhu Gupta & Co.

Chartered Accountants
FRN:007234C

CA Gorang Baheti
Partner
M.No: 426813

UDIN: 25426813BMIASQ5456

Place: Mumbai
Date: 30/05/2025

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Mar 31, 2024

We have audited the accompanying financial statements of NEELKANTH ROCKMINERALS
LIMITED (''the Company''), which comprise the Balance Sheet as at March 31, 2024, the
Statement of Profit and Loss, including the statement of other comprehensive Income, the
cash flow statement and the statement of change in equity for the year then ended, and a
summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to
us, the Ind AS financial statements give the information required by the Act in the manner
so required and give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as at 31st March, 2024 and
its profit/loss, other comprehensive Income, its cash flows and statement of change in
equity for the year ended on that date.

Basis for Opinion

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

Key Audit Matters

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

The Company''s management and Board of Directors are responsible for the other
information. The other information comprises the information included in the Company''s
annual report, but does not include the financial statements and our auditors'' report
thereon.

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

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

1. Management’s Responsibility for the Ind AS financial statements

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

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

Board of Directors is also responsible for overseeing the Company’s financial reporting
process.

2. Auditor''s Responsibilities for the Audit of Financial Statements.

Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud or
error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.

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

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

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

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

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

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

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

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

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

3. Report on Other Legal and Regulatory Requirements

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

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

a. ) We have sought and obtained all the information and explanations which to

the best of our knowledge and belief were necessary for the purpose of our
audit;

b. ) In our opinion proper books of account as required by law have been kept by

the Company so far as appears from our examination of those books except
for the matters stated in the paragraph 2(h)(vi) below on reporting under
Rule 11(g)..

c. ) The Balance Sheet, Statement of Profit and Loss, including the statement of

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

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

AS specified under section 133 of the Act.

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

March 31, 2024, and taken on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2024, from being appointed as a
director in terms of sec 164(2) of the Act.

f. ) The qualification/ adverse remark/ reservation relating to the maintenance

of accounts and other matters connected therewith are as stated in the
paragraph 2(b) above on reporting under Section 143(3)(b) and paragraph
2(h) (vi) below on reporting under Rule 11(g).

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

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

h.) 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.

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

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

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

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

Vi) 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.

PLACE: JODHPUR FOR MAHESHWARI AND JAIN

DATED: 30^th May 2024 Chartered Accountants

ICAI FRN 011496C

(RAJENDRA JAIN)

PARTNER
MEM. NO. 070918

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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

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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