Directors Report of Gold Rock Investments Ltd.

Mar 31, 2024

Your directors have pleasure in presenting the Forty-Sixth Annual Report, together with the
audited financial statement of the Company for the financial year ended March 31, 2024.

[FINANCIAL RESULTS (Under IND-AS)

The standalone performance of the Company for the financial year ended March 31, 2024 is
summarized below:

(Rupees in lakhs)

Particulars	STANDALONE		CONSOLIDATED
	Year ended	Year ended	Year ended	Year ended
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Total Income	460.34	668.13	466.04	670.03
Total Expenses	132.27	103.94	129.90	103.66
Profit before Tax & Exceptional Item	328.07	564.19	336.14	566.37
Less: Exceptional Item	---	---
Profit before tax	328.07	564.19	336.14	566.37
Less: Provision for Tax
-Current Tax	75.00	94.18	76.30	—94.51 _
- Deferred Tax	1.82	4.53	1.82	4.53
- Income Tax for Earlier Years	0.00	0.00	0.00	0.00
- MAT Credit Entitlement	0.00	(26.38)	0.00	(26.72)

Profit / (Loss) after Tax	251.26	491.86	258.02	494.04
Less: Minority Interest	-	-	(0.88)	(0.77)
Other Comprehensive Income for the year	251.26	441.66	257.14	493.86
Total Comprehensive Income for the year	2960.16	933.53	2966.60	933.13
Basic & Diluted	31.98	62.61	32.84	62.89

[performance overview and state of affairs

On standalone basis, your Company earned the gross income of Rs. 460.34 lakhs as against Rs.

668.13 lakhs in the previous year. The total expenditure during the year under review was Rs.
132.27 lakhs as against Rs. 103.94 lakhs in the previous year. The Net Profit after tax Rs. 251.26
lakhs as against Rs. 491.86 lakhs in the previous year.

On consolidated basis, your Company earned the gross income of Rs. 466.04 lakhs as against Rs.
670.03 lakhs in the previous year. The total expenditure during the year under review was Rs.
129.90 lakhs as against Rs. 103.66 lakhs in the previous year. The Net Profit after tax was Rs.

257.14 lakhs as against Rs. 493.27 lakhs in the previous year.

There has been no change in the business of the Company during the financial year ended March
31, 2024.

[CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company form part of the Annual Report.

[subsidiary

During the year under review, Company has one subsidiary company:

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the
financial statements of the Company''s subsidiaries in Form AOC-1 “Annexure-A” is attached to the
financial statements of the Company.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report
of the Company, containing therein its standalone and the consolidated financial statements has
been placed on the website of the Company, www.goldrockinvest.in. Further, as per fourth proviso
of the said section, audited annual accounts of each of the subsidiary companies have also been
placed on the website of the Company, www.goldrockinvest.in Shareholders interested in
obtaining a copy of the audited annual accounts of the subsidiary companies may write to the
Company Secretary at the Company''s registered office.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY.

Subsidiary Company

Seattle Online Private Limited: It earned gross income of Rs.17.70 lakhs as against Rs. 13.90 lakhs
in the previous year. The total expenditure during the year under review was Rs. 9.64 lakhs as
against Rs. 11.72 lakhs in the previous year. The Net Profit/(Loss) was Rs. 6.76 lakhs as against
Net profit of Rs. 2.17 lakhs in the previous year.

|transfer to reserves

The Amount of Rs. 50.25 lakhs has been transferred to NBFC Statutory Reserve as per the provision
of RBI Act 1934; it is not proposed to carry amount of profit to any other reserves except the
transfer of profit to NBFC Statutory Reserves.

Dividend

The Board does not recommend any dividend for the financial year ended 31st March 2024.
[INDIAN ACCOUNTING STANDARD (IND AS)

The Company has adopted Indian Accounting Standard (‘IND AS'') the accordingly, the financial
statement for the year 2023-24 have been prepared in accordance with IND-AS, prescribed under
Section 133 of the Act, read with relevant rules issued there under and the other recognized
accounting practices and policies to the extent applicable.

Management discussion and analysis report

Management discussion and Analysis Report for the year under review, as required under the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations 2015, is forming part of this Annual Report.

[particulars of loans, guarantees and investments

The provisions of section 186 of the Act pertaining to investment and lending activities are not
applicable to the company since the company is a Non-Banking Financial Company (“NBFC”)
whose principal business is acquisitions of securities. During the year under review, the Company
has not provided any guarantee.

|rbi prudential norms

Since the Company does not accept and hold any public deposits, the Non- Banking Financial (Non¬
Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 are
not applicable to the Company as regard to capital adequacy requirement.

Directors and key managerial personnel

In accordance with the provision of the Act, and the Article of Association of the Company, Mr.
Alok Mukherjee Managing Director of the Company is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible, offer himself for re-appointment. The Board of
Directors on the recommendation of the Nomination and Remuneration Committee and based on
report performance evaluation, has recommended re-appointment of Mr. Alok Mukherjee
Managing Director of the Company is liable to retire by rotation

During the year under review, Mr. Alok Mukherjee held position as Managing Director, Mr. Sanjeev
Kumar Jain held position as Non-Executive Director, Mr. S. C. Aythora held position as Independent
Director, Mrs. Komal Mundhra held position as Women Independent Director, Mr. Jitendra Kumar
Srivastava held position as Chief Financial Officer and Ms. Pooja Solanki held position as Company
Secretary and Compliance Officer.

Resolution seeking his re-appointment along with his profile as required under Regulation 36(3)
of SEBI Listing Regulations forms part of the Notice of 46^th Annual General Meeting.

The Company has received declaration from all Independent Directors of the Company confirming
that they meet the criteria of Independence prescribe under the Act, and the Listing Regulations.

|number of meetings

A. BOARD MEETING

During the financial year ended March 31, 2024, 7 (Seven) meeting were held. The detail of Board
Meetings and the attendance of the Directors are provided in the Report on Corporate Governance
forming part of this report.

B. AUDIT COMMITTE

The Board has well-qualified Audit Committee, the composition of which is in line with the
requirements of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI LODR
2015. All the Members, including the Chairperson of the Audit Committee are Independent. They "
possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details
viz, Composition, number of meetings, dates of meetings and attendance of Directors at such
meeting are included in the Corporate Governance Report.

During the year under review all the recommendations made by the Audit Committee were
accepted by Board. 5 (Five) Audit Committee Meetings were convened and held during the
financial year.

The Company Secretary and Compliance Officer of the Company acts as Secretary of the
Committee.

C. NOMINATION AND REMUNERATION COMMITTEE

The Company has duly reconstituted Nomination and Remuneration and Compensation
Committee as per the requirements prescribed under the provisions of Section 178 of the
Companies Act, 2013 and Regulation 19 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements), Regulations, 2015

During the year under review 4 (Four) Nomination and Remuneration Committee Meetings were
convened and held during the financial year.

D. SHARE TRANSFER AND STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI
LODR 2015, the company has reconstituted Stakeholders Relationship Committee. The details of
Composition of the Committee are included in the Corporate Governance Report.

During the year under review 4 (Four) Share Transfer and Stakeholder Relationship Committee
Meetings were convened and held during the financial year.

|auditors

STATUTORY AUDITORS:

M/s Rajeev Sharma & Associates Chartered Accountants (Firm Reg. No. 004849C) was

appointed as the Statutory Auditors of the Company at 45^th Annual General Meeting (“AGM”) held
on September 30, 2023, to hold the office as the Statutory Auditors of the Company till the
conclusion of AGM to be held on September 2027.

M/s Rajeev Sharma & Associates Chartered Accountants (Firm Reg. No. 004849C) is to be
reappointed as the Statutory Auditors of the Company at Annual General Meeting of the Members
held on September 30, 2023, for a term of 5 years consecutive years from the conclusion of the
Annual General Meeting held on September 30, 2027 until the conclusion of the 50th Annual
General Meeting of the Company.

As per the provisions of Section 139 and 141 of the Act, they have confirmed that they are not
disqualified from continuing as Auditors of the Company.

The Audit Report of M/s Rajeev Sharma & Associates on the Financial Statements of the
Company for the Financial Year 2023-24 is a part of the Annual Report. The Report does not
contain any qualification, reservation, adverse remark or disclaimer.

The observations of the Statutory Auditors, when read together with the relevant notes to the
accounts and accounting policies are self-explanatory and do not call for any further comment.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Mrs. Neha Anup Poddar Company Secretaries in Practice to undertake the Secretarial
Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as
"Annexure D". The Secretarial Audit Report for the financial year ended March 31, 2024, does not
contain any qualifications, reservations or adverse remarks. The Secretarial Audit Report is
annexed and forms part of this report.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014, the Company has appointed Mrs. Neeta Bansal Chartered Accountant as
an Internal Auditor of the Company for the Financial Year 2023-24.

DETAILS IN RESPECT OF FRUAD REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF
SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT

During the reporting period, no frauds were reported by Auditors under sub-section (12) of
section 143, as such no offence involving fraud was committed against the Company by officers or
employees of the Company.

|board evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board
committees and Individual Directors pursuant to the provisions of the Act and the Corporate
Governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the
Directors on the basis of the criteria such as the Board composition and structure, effectiveness of
board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual Directors on the basis of the criteria such as the contribution of the individual Director
to the Board and committee meetings. In addition, the Chairperson was also evaluated on the key
aspects of his role.

In a separate meeting of Independent Directors, performance of non- Independent Directors,
performance of the board as a whole and performance of the Chairperson was evaluated, taking
into account the views of executive directors and non-executive Directors.

POLICY ON APPOINTMENT AND REMUNERATION FOR DIRECTORS. KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration
policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19

of the Listing Regulation (including any statutory modification(s) or re-enactment (s) thereof for
the time being in force) and as per section 197 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Nomination and Remuneration Committee of the Board has devised a policy for selection and
appointment of Director, Key Managerial Personnel and Senior Management Employee and their
Remuneration. The Committee has formulated the criteria for determining qualifications, positive
attributes and independence of a Director, which has been put up on the Company''s website
www.goldrockinvest.in.

[internal financial control and their adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity
of its operations. The internal control systems, comprising of policies and procedures are designed
to ensure sound management of your Company''s operations, safekeepin g of its assets, optimal
utilization of resources, reliability of its financial information and compliance. Based on the report
of Internal Audit function, corrective actions are undertaken in the respective areas and thereby
strengthen the controls.

The statutory auditors of the Company have audited the financial statements included in this
annual report and has issued a report on our internal financial controls over financial reporting as
defined in Section 143 of the Act.

A Certificate from the Managing Director and CFO of the Company in terms of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015,
inter alia, confirming the correctness of the Financial Statements and Cash Flow Statements,
adequacy of the internal control for financial reporting, and reporting of matters to the Audit
committee, is also forming part of this Annual Report.

Disclosure about cost audit

The provision of Cost Audit as per section 148 of the Companies Act, 2013 does not applicable on
the Company.

[familiarisation program for boards members

The Board members are provided with necessary documents / brochures, reports and internal
policies to enables them to familiarize with the Company''s procedures and practices.

The Company at its various meetings held during the Financial Year 2023-24 had familiarized the
Independent Directors with regard to the roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates, the Business models of the Company etc. The
Independent Directors have been provided with necessary documents, reports and internal
policies to familiarize them with the Company''s policies, procedures and practices.

Periodic presentations are made to the Board and Board Committee meeting on Business and
performance updates of the Company, Global business environment, Business strategy and risks
involved. Detailed presentation on the Company''s business segments are made at the separate
meetings of the Independent Directors time to time.

The Familiarization Policy along with the details of familiarization program imparted to the
Independent Directors is available on the website of the Company at www.goldrockinvest.in.

|public deposits

The Company being a Non-Deposit Accepting Non-Banking Finance Company has not accepted any
deposits from the public during the year under review and shall not accept any deposits from the
public without obtaining prior approval of the Reserve Bank of India (RBI). The company has
neither accepted any public deposit in past or during the year. There are no unclaimed/unpaid

deposit as of 31.03.2024. The company has complied with the relevant provisions relating to
deposits under the Act and Rules framed their under.

[corporate social responsibility_

During the FY 2023-24, the Corporate Social Responsibility (CSR) expenditure incurred by the
Company was 8.02 lacs. Transfer to Special Bank Account as approved under CSR activities. The
Annual Report on CSR activities undertaken during the financial year 2023-24 is in accordance
with provisions of Companies Act 2013 and Companies (Corporate Social Responsibility Policy)
Rules, 2014

[significant and material orders passed by the regulators or courts

As per the information available with the Board of Directors, there were no such orders passed
against the Company. There has been no significant and material order passed by the Regulators
or Court or Tribunals impacting the going concern status and Company''s operations.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

There are No material changes and commitments affecting the financial position of the Company
have occurred between the end of the financial year of the Company to which the Financial
Statement relate and the date of this report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION AND REDRESSAL) ACT. 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All
women employees (permanent, contractual, temporary and trainee) are covered under this Policy.
During the year 2023-24, no complaints on sexual harassment were received.

[share capital

The issued, subscribed and paid-up Share Capital of the Company stood at Rs. 78.56 lakhs as at
31st March 2024 comprising of 7,85,600 Ordinary (Equity) Shares of Rs. 10 each fully paid-up.
There was no change in Share Capital during the year under review.

[affirmation on compliance of secretarial standards

The Company hereby affirms that during the year under review, the Company has complied with
all the applicable Secretarial standards i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of
Directors'' and ‘General Meetings'' respectively (including any modifications or amendments
thereto) issued by the Institute of Company Secretaries of India.

DIRECTORS’ RESPONSIBILITY STATEMENT UNDER SECTION 134 OF THE COMPANIES ACT-
2013

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their
knowledge and ability, confirm that:

a. in the preparation of the annual financial statements for the year ended March 31, 2024, the
applicable accounting standards have been followed along with proper explanation relating to
material departures, if any;

b. the Directors'' have selected such accounting policies and applied them consistently and made
judgment and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at the end of the financial year and of the profit of the
Company for the year ended March 31, 2024;

c. the Directors'' have taken proper and sufficient care to the best of their knowledge a nd ability
for the maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

d. the Directors'' have prepared the annual accounts for the financial year ended March 31, 2024,
on a going concern basis;

e. the Directors'' have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating effectively;

f. the Directors'' have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

[corporate governance

Your Company believes that Corporate Governance is the basis of stakeholder satisfaction and
therefore, your Board continues to be committed to uphold the highest standards of Corporate
Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

A separate section on Corporate Governance, is annexed and forms part of this report.

[vigil mechanism /whistle blower policy

As per the provision of Section 177 (9) of the Companies Act, 2013, and Regulation 22 of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations,
2015 (SEBI LODR 2015) the Company is required to establish an effective Vigil Mechanism for
Directors and Employees to report genuine concerns. In line with this, the Company has framed a
Vigil Mechanism and a Whistle Blower Policy through which the Directors and Employees,
Franchisees, Business Partners, Vendors or any other third parties making a Protected Disclosure
under this Policy may report concerns about unethical behavior, actual or suspected fraud or
violation of the Company''s Code of Conduct & Ethics without fear of reprisal. The Policy provides
for adequate safeguards against victimization of employees who avail of the mechanism and also
provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no
personnel of the Company have been denied access to the Audit Committee. The Whistle Blower
Policy is placed on the website of the Company at www.goldrockinvest.in.

The Company has in place a comprehensive Code of Conduct (‘the code'') applicable to the Directors
and employees. The Code is applicable to Non-executive Directors including Independent
Directors to such as extent as may be applicable to them depending on their roles and
responsibilities. The Code gives guidance and support needed for ethical conduct of business and
compliance of law. The Code reflects the core values of the Company.

[prevention of insider trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended from
time to time with a view to regulate trading in Securities by Directors and Designated employees
of the Company.

The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase
or sale of Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when
the Trading window is closed. The Board is responsible for implementation of the Code. All Board
of Directors and the designated employees have confirmed compliance with the Code.

|extract of annual return

The extract of the Annual Return as provided under sub-section (3) of Section 92 in the Form MGT
9 for the financial year under review is annexed "Annexure-C" and forms part of this report.

[related party transactions

During the year under review, all contracts / arrangements / transactions entered by the Company
were in its Ordinary Course of the Business and on Arm''s Length basis. There were no material
transactions with any related party as defined under Section 188 of the Companies Act, 2013 read
with Companies (Meetings of Board and its Powers) Rules, 2014.

There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.

All Related Party Transactions are placed on a quarterly basis before the Audit Committee and also
before the Board for approval.

Information on transactions with related parties pursuant to Section 134(3) (h) of the Act read
with rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is annexed "Annexure-B"
and forms part of this report.

The Policy on materiality of related party transactions and on dealing with related party
transactions as approved by the Board may be accessed on the Company''s website
www.goldrockinvest.in. The Policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions between the Company and related parties.

Equity Shares of the Company are listed with BSE Limited. The Annual listing fee for the financial
year 2023-24 has been paid to the BSE Limited (BSE).

|TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as
“the Act”) read with Investor Education and Protection Fund (Accounting, Audit, Transfer and
Refund) Rules, 2016 (hereinafter referred to as the “IEPF Rules”), no amount was required to be
transferred to Investor Education and Protection Fund, during the year under review.

[cyber secutiry

In the endeavour to maintain a robust cyber security posture, your Company has remained abreast
of emerging cyber security, so as to achieve higher compliance and continuity.

[particulars of employees__ _B

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given
below:

i. The ratio of the remuneration of each Director and KMP to the median
remuneration of the employees of the company for the financial year 2023-24;

Directors	Ratio to median remuneration
Mr. S.C. Aythora (Independent Director)
Ms. Komal Mundhra (Independent Director)
Mr. Sanjeev Kumar Jain (Non¬ Executive Director
Mr. Alok Mukherjee (Managing Director)	0.79
Mr. J K Srivastava (CFO)	1.17
Ms. Pooja Solanki (Compliance Officer and Company Secretary)	0.57

ii. The percentage increase in remuneration of each Director, Chief Financial Officer,
Company Secretary, if any, in the financial year.

Name	Designation	% increase in remuneration in the financial year i.e. 2023-24
Mr. S.C. Aythora	Independent Non-Executive Director
Ms. Komal Mundhra	Non-Executive Director	-
Mr. Alok Mukherjee	Managing Director	-
Mr. J.K. Srivastava	Chief Financial Officer	-
Mr. Sanjeev Kumar Jain	Non-Executive Director
Mrs. Pooja Solanki	Company Secretary and Compliance Officer

iii. The percentage increase in the median remuneration of employees in the financial
year: 46%

iv. The number of permanent employees on the rolls of Company as on March 31, 2024: 3
(Three)

v. Average percentile increases already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if
there are any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase in the salaries of employees in the financial year 2023-24
was NIL. However, there was no increase in the salaries of Director (Managerial Personnel)
during the year. The increments given to employees are based on their potential,
performance and contribution, which is also, benchmarked against applicable industry
norms.

vi. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

vii. There are no employees falling within the purview of Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, no such
details, are required to be given.

The company being Investment Company, has nothing to report on energy conservation and
technology absorption there is no foreign exchange outgoing

|foreign exchange earnings and outgo

The Company earned Nil in foreign currency in the current financial year and in the previous year.

[insurance

The Company''s assets have been insured.

|risk management

The details in respect of risks and concerns are included in the Management Discussion & Analysis,
which forms part of this report.

Director & chief financial officer certification

Certificate from Mr. J. K. Srivastava Chief Financial Officer, as specified in Part B of Schedule II of
the SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015 for the financial year
ended March 31, 2024 was placed before the Board of Directors of the Company.

|general

Your Directors, state that no disclosure or reporting is required in respect of the following matters
as there were no transaction on these matter during the years under review

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any
scheme.

• There has been no change in the nature of business of the Company.

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of one-time settlement with any Bank or Financial Institution.

• There was no revision in the previous financial statements of the Company.

[acknowledgment

The Board of Directors takes the opportunity to express its sincere appreciation for the support
and co-operation from its members, Reserve Bank of India, banks and Statutory and Regulatory
Authorities.

The Board also wishes to place on record their sincere appreciation of the contribution made by
the executives and employees at all levels for their dedication and commitment to the Company
throughout the year.

For and on behalf of the Board of Directors

Alok Mukherjee Sanjeev Kumar Jain

Managing Director Director

DIN: 00186055 DIN: 02281689

Place: Mumbai

Date: September 05, 2024

---

Mar 31, 2012

TO THE MEMBERS OF GOLD ROCK INVESTMENTS LIMITED

The Directors of your company presents the Annual Report and the Audited statement of Accounts for the year ended 31st March,2012.

OPERATION;

During the year your company has craned profit before taxation Rs.13,307,204/- The total profit carried forwarded to Balance Sheet is Rs,76,949,674/-

DIVIDEND:

In view of augment of resources, your Directors do not recommend any dividend for the year.

COMPLIANCE CERTIFICATE

The company has appointment M/s Taj & Associates as a company secretary in practice to issue compliance certificate as per section 383 A of the companies Act,1956 & Certificate obtained from the said company secre3tary is attached herewith.

DIRECTORS;

Mr.S.C.Aythora and Mr.Balkrishna Shriya retire at the ensuring Annual General Meeting and being eligible offers himself for re-appointments.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors confirm that, they had:

a. fallowed in the preparation of annual accounts, the applicable accounting standards and given proper explanation relating to material departure if any;

b. selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

c. taken proper and sufficient care for the maintenance of adequate account records in accordance with the provisions of the Act, so as to safeguard the assets of the company and to prevent and detect fraud and other irregularities;

d. prepared the accounts on a going concern basis;

PARTICULARS OF EMPLOYEES;

The particulars of the employees as required under section 217(2A)of the companies Act,1956, read with the companies (particulars of employees) Rule 1975 is not applicable to the Company.

AUDITORS:

The present auditors M/s khandelwal jan & company chartered Accountants will be retiring at the ensuring Annual General Meeting and being eligible offer themselves for reappointment.

ENERGY CONSERVATION / TECHNOLOGY ABSORPTION / FOREIGN EXCHANGE EARNINGS AND OUTGO;

The company has no activities relating to conservation of energy or technology absorption during the period under review. The total Foreign Exchange earned during the current year was Rs,NIL.

By order of Board of Directors

For COLD ROCK INVESTMENTS LIMITED

S.C. Aythora G.L, Srivastava

Directors

Place: Mumbai

Date : 3rd September,2012

---

Mar 31, 2011

TO THE MEMBERS OF GOLD ROCK INVESTMENTS LIMITED

The Directors of your Company presents the Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2011.

OPERATION:

During the year your Company has earned Profit before taxation Rs.10,426,482/-. The total profit carried forwarded to Balance Sheet is Rs. 68,065,510/-.

DIVIDEND:

In view of augment of resources, your Directors do not recommend any dividend for the year.

COMPLIANCE CERTIFICATE

The Company has appointed M/s Taj & Associates as a Company Secretary in practice to issue Compliance Certificate as per Section 383A of the Companies Act 1956 & Certificate obtained from the said Company Secretary is attached herewith.

DIRECTORS:

Mr. K. N. Kutty and Mr. G. L. Srivastava retire at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors confirm that, they had:

a. followed in the preparation of annual accounts, the applicable accounting standards and given proper explanation relating to material departure if any;

b. selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

c. taken proper and sufficient care for the maintenance of adequate account records in accordance with the provisions of the Act so as to safeguard the assets of the company and to prevent and detect fraud and other irregularities;

d. prepared the accounts on a going concern basis;

PARTICULARS OF EMPLOYEES:

The particulars of the employees as required under section 217(2A) of the Companies Act 1956, read with the Companies (particulars of employees) Rule, 1975 is not applicable to the Company.

AUDITORS:

The present auditors M/s. Khandelwal Jain & Company, Chartered Accountants, will be retiring at the ensuring Annual General Meeting and being eligible offer themselves for reappointment

ENERGY CONSERVATION / TECHNOLOGY ABSORPTION / FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has no activities relating to conservation of energy or technology absorption during the period under review. The Total Foreign Exchange earned during the current year was Rs. NIL.



By order of Board of Directors

For COLD ROCK INVESTMENTS LIMITED

S. C Aythora G. L. Srivastava

Directors

Place : Mumbai

Date : 2nd September, 2011