Directors Report of Neil Industries Ltd.

Mar 31, 2024

The Directors have pleasure in submitting their 41* Annual Report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended March 31,2024.

Financial Results:

Financial Results of the Company for the year under review along with the figures for previous year are as follows:

(Amount, in Lakhs)
Particulars	March 31, 2024	March 31, 2023
Income (sales and other income)	316.20	299.57
Profit/(Loss) before interest & dep.	281.84	245.41
Less:
Interest	0	0
Depreciation and amortization	1.32	1.42
Profit / (Loss) Before Tax	280.52	243.99
Provision for Taxation	28.97	59.43
Deferred Tax	0.35	0.38
Adjustment related to previous year	0	(1.00)
Net Profit/Loss	251.19	185.18

Review of Operations and State of C''omnanv Affairs:

The Standalone financial statements for the Financial Year ended March 31,2024, forming part of this Annual Report, have been prepared in accordance with Ind AS notified imder Section 133 of the Companies Act, 2013 ( the Act'') and the Master Directions Non-Banking Financial Company (Reserve Bank) Directions, as amended from time to time. During the year ended March 31,2024, your Company has achieved total Revenue of Rs. 316.20 lakhs as against 209.57 lakhs in the previous year ended March 31,2023 Ihe Net Profit stood at Rs 251.19 lakhs as against Rs. 185.18 lakhs in the previous year.

kev Financial Ratio: Particulars of Ratios	2023-24	2022-23
Current Ratio	38.34	23.86
Debt-Credit Ratio	NA	NA
Debt Service Coverage Ratio	NA	NA
Return on Equity Ratio	0.04	0.03
Inventory Turnover Ratio	NA	NA
Trade Receivable Turnover Ratio	NA	NA

Lending Operations:

The Company is a Non-Banking Financial Company (“INBFC”) and is engaged in providing loans for Business or Capacity expansion. Working Capital loans, loans for Purchase of Equipment and Machinery, Term Loans against Property, loans for Purchase of Commercial Property and other finance services.

Db idend:

Since, the entire profit being ploughed back in the business, therefore the Board of Directors do not recommend any dividend for the year 2023-24.

Deposits:

During the year under review, the Company has neither invited nor accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 ("the Act”) read with the Companies (Acceptance of Deposits) Rules, 2014.

Share Capital:

As on March 31,2024, the Authorized Share Capital of the Company stood at 2,000 Lakh (2,00,00,000 Shares of '' 10/- each and the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands at'' 1955.32 Lakh (comprising of 1,95,53,200 Equity Shares of 10/- each). During the Financial Year 2023-24, the Company has not issued any Equity Shares.

Change in Directors and Kev Managerial Personnel:

The Board of Directors is duly constituted with proper balance of Executive and Non- Executive Directors, Independent Directors and Women Directors.

In accordance with the provisions of the Companies Act, 2013, Mr. Chandra Kant Dwivedi (DIN: 06396144), Director of the Company w ill retire by rotation at the forthcoming AGM and being eligible oft''ers herself for the re-appointment. A brief profile of Mr. Chandra Kant Dwivedi is provided in the Notice convening the AGM.

During the year under review, there was change in the Key Managerial Personnel of the Company Ms. Deepanti Verma was appointed as the New Company Secretary &. Compliance Officer w.e.f. February 28, 2024 in place of Ms. Stuti Shukla.

Except from the above, there was no other change in the Directors of the Company and Key Managerial Pesonnel (KMP''S) of the Company during the year under review.

Auditors and Tax Consultants:

Statutory Auditors:

During the year under review, on May 06, 2024, the Board of Directors, based on the recommendation of the Audit Committee but subject to approval of shareholders to be obtained at the General meeting of the company, recommended the appointment of M/s R P Khandelwal &. Associates. Chartered Accountants (FRN: 001795C) as Statutory Auditors of the Company to fill the casual vacancy caused due to the resignation of M/s Ranjit Jian & Co. (FRN 322505E). M/s Ranjit Jain

reason other than as mentioned in their resignation letter. M/s R P Khandelwal & Associates. Chartered Accountants shall hold office upto the ensuing annual general meeting of the company.

The statutory auditors have confirmed they are not disqualified from being appointed as auditors of the Company. ITiere is no qualification, reservation or adverse remark or disclaimer made in the Auditor’s Report, needing explanations or comments by the Board. The Statutory Auditors have not reported any incident of fraud to the Audit Committee in the year under review against the Company by its officers or employees as specified under Section 143( 12) of the Act.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed M/s V. Agnihotri & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company and they have conducted the Secretarial Audit of the Company for the financial year 2023-2024.

The Secretarial Audit Report in Form No MR-3 for the financial y ear ended on March 31,2024 is set out in Annexure-IIl to the Board''s Report In accordance with SEBI Circular no. CIR/CFD/CMD1/27/2019 dated February 08. 2019. the Company has obtained, from the Secretarial Auditors an Aiuuial Secretarial Compliance Report, which was duly submitted to the stock exchanges and is also uploaded on the corporate website of the Company.

There is no qualification, reservation or adverse remark or disclaimer made in the Report, needing explanations or comments by tire Board.

The Secretarial Auditors have also not reported any instances of fraud committed against the Company by its officers or employees as specified under Section 204(3) of the Act.

Cost Auditors:

Maintenance of cost records and requirement of Cost Audit as per prescribed under provision of Section 148(1) of the Companies Act, 2013, are not applicable for the business activity carried out by the Company.

Change in Nature of Business:

During the Financial Year there was no change in the nature of Business of the Company .

Internal Control System and their Adeuuacv:

The Company has a suitable and adequate Internal Control System which indeed is commensurate with the size, scale and complexity of its operations. Internal control systems are integral to Company''s corporate governance framework. Some significant feahires of internal control sy stem arc:

? Adequate documentation of policies, guidelines, authorities and approval procedures covering all the important functions of the Company.

? Ensure complete compliance with laws, regulations, standards and internal procedures and systems.

? De-risking the Company’s assets/resources and protecting them from any loss.

? Ensuring the integrity of the accounting system; proper and authorized recording and reporting of all transactions.

? Ensuring reliability of all financial and operational information.

? Audit Committee of Board of Directors, comprising of Independent Directors. Ilie Audit Committee regularly reviews audit plans, significant audit findings, adequacy of internal controls, compliance with Accounting Standards etc

? To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Managing Director

? The Internal Audit Department monitors and evaluates the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

? Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

? Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

The Internal Control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliance as w ell as an enhanced control consciousness. The internal financial control system of the Company is supplemented with internal audits, regular reviews by the management and checks by external auditors.

During the year under review, no material or serious observation has been highlighted for inefficiency or inadequacy of such controls.

Certificate from Practicing Company Secretary on Compliance of conditions of Corporate Governance:

Regulation 34 read with Para E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that a compliance certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance should form part of the Aimual Report of the company. In compliance with the said requirement, a Compliance Certificate from the M/s. V. Agnihotri & Associates, Practicing Company Secretaries is annexed as a part of this report.

Discussion of Financial Performance w ith respect to Operational Performance:

The details of the financial performance of the Company appear in the Balance Sheet. Statement of Profit & Loss and other financial statements appearing separately. Please refer the Board''s Report for highlights.

Particulars Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment >& Remuneration of Managerial Personnel) Rules. 2014

Statement of particulars of employees pursuant to provisions of Section 1¹)7( 12) of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

A) Details pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Persoiuiel) Rules, 2014.

SL No.	Requirement of Rule 5(1)	Disclosure
1	file ratio of the remuneration of each director to the median remuneration of the employ ees for the financial year	Mr. Arvind Kumar Mittal is drawing salary of Rs. 1,00,000/- per month from April 2023 to March 2024 which is 10 times the median remuneration of Employees. No other Director is drawing remuneration.
2	Percentage increase in remuneration of each director, CFO, CEO, CS or Manager in the financial year	Percentage increase in remuneration of: a) Directors -NA b) MD-NA c) CFO - 33.3% d) Company Secretary - N.A.
3	The percentage increase in the median remuneration of employees in the financial year	% increase in the median remuneration of the Employ ees in the financial year 4.96 approx.
4	The number of permanent employees on the rolls of the company	There were 9 employees on permanent roll of the company as on March 31,2024
5	Average percentile increases already made in the salaries of employees other than the managerial personnel in the financial year i.e. 2023-24 and its comparison with the percentile increase m the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase m the managerial remuneration	There was a marginal increase in percentile of Management remuneration and hence no justification is required. Remuneration of Managing Director has not changed durmg the financial year.
6	Affirmation that the remuneration is as per the remuneration policy of the company	We affirm that the remuneration paid to employees and KMP''s was based on the remuneration policy.

B) Details of top ten employees in terms of remuneration drawn and the name of every employee, of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

> Drawing salary of 102 Lakhs or above for the year if employed throughout the year -Nil

> Drawing salary of 8.5 Lakhs p/m or above for a month if employed for part of the year -Nil

> Drawing salary more than the salary of MD and having 2% stake in the company -Nil

(C) No Managing Director or Whole-time Director of the Company is receiving any commission from the Company.

Director’s Responsibility Statement:

As stipulated in section 134(5) of Companies Act 2013, Tire Directors of the Company would like to confirm mid state:

i) In the preparation of the annual accounts for the year ended March 31,2024, the applicable accounting standards have been followed along with proper explanation and there was no material departure from the same:

ii) The directors had selected such accounting policies and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the profit of the Company for the year ended on that date.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) ITie directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

Management Discussion and Anal\ sis (MPA)

Pursuant to Regulation 34(2) of the SKBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), MDA is annexed which forms part of this Report.

Industrial Relations:

Industrial relations are of paramount importance in even'' organization and maintaining them with ease and poise is a very difficult task. Our Company gives equal importance to maintain industrial relations and keeping them at par with oilier stakeholder relationships. During the period under review, the relation betw een employee and Management remained cordial. All the problems of the employees were patiently heard by the Management and proper solutions pertaining to their problems were provided by the management. The Management has always been gracious about its employees and workers. They take every possible measure and endeavor to maintain sincere, healthy and friendly relations w itli the lower and middle level employees.

Directors:

The Board of the company is duly constituted with optimum combination of Executive and NonExecutive Directors in consonance with Regulation 17 of the SEBI Listing Regulations. None of the Directors are Disqualified u/s 164 of the Companies Act, 2013. All Directors are suitably qualified, experienced and competent The members of the Board of Directors are persons with considerable experience and expertise in Audit, Accounts, Finance, Law and Administration. The Company is benefitted by the experience and skills of the Board of Directors. All the Independent Directors have given their declaration as per Section 134 read along with Section 149 (6) of the Companies Act 2013. The Company is managed by well qualified professionals.

Corporate Governance:

As the company is required to comply with clause 17 to 27 as applicable of the SEBI (Listing Obligations*. Disclosure Requirements) Regulations 2015 confirming the compliance of conditions of corporate Governance forms part of the Annual Report.

RBI Guidelines:

The Company is a Non-Deposit faking Systemically Important Non-Banking Financial Company (NBFC-ND-SI). The Company has complied with and continues to comply with all the applicable regulations and directions of the RBI.

Subsidiaries, Joint Ventures and Associate Companies:

The Company does not have any Subsidiary . Joint venture or Associate Company.

Annual Evaluation of Board, ils Committees and Individual Directors:

In accordance with the evaluation framework in compliance with the requirements of the Act, Listing Regulations, read with the Guidance Note on Board Evaluation issued by SEB1 and as set out by the Nomination and Remuneration Committee of the Board of Directors of the Company, the Board had carried out an annual evaluation of its own performance, and that of the Directors as well as the evaluation of the working of its committees.

The Board''s functioning was evaluated on various aspects, including inter alia structure of the Board, including qualifications, experience and competence of Directors, diversity in Board and process of appointment. Meetings of die Board, including regularity and frequency, agenda, discussion and dissent, recording of minutes and dissemination of information; functions of the Board, including strategy and performance evaluation, corporate culture and values, governance and compliance, evaluation of risks, grievance redressed for investors, stakeholder value and responsibility , conflict of interest, review of Board evaluation and facilitating Independent Directors to perfonn their role effectively; evaluation of management’s performance and feedback, independence of management from the Board, access of Board and management to each other, succession plan and professional development; degree of fulfilment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and management.

Directors were evaluated on aspects such as qualifications, prior experience, knowledge and competence, fulfilment of functions, ability to function as a team, initiative, availability and attendance, commitment, contribution, integrity, independence and guidance/ support to management outside Board/ Committee Meetings. In addition, the Managing Director was also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer meetings, impartiality, ability to keep shareholders'' interests in mind and effectiveness as Chairman

Areas on which the Committees of the Board were assessed included mandate and composition: effectiveness of the Committee; structure of the Committee; regularity and frequency of meetings, agenda, discussion and dissent, recording of minutes and dissemination of information; independence of the Committee from the Board: contribution to decisions of the Board: effectiveness of meetings and quality of relationship of the Committee w ith the Board and Management.

The performance evaluation of die Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole. The NRC also reviewed the performance of the Board, its Committees and of the Directors.

The Managing Director provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board

Pursuant to Regulation 34(3) raid with Schedule V Part (C) (2Xh) of Listing Regulations, the Board of Directors has identified the following requisite skills/expertise and competencies of the Directors for the effective functioning of the Company:

SL Xo. Name of the Director «& Core skills/expertise/competencies Designation

I.

Arvind Kumar Mittal (Managing Director)

Mr. Arvmd Kumar Mittal is having more than 25 years of experience in the field of stock trading including derivative

		trading and held the post of Director of Company in U.P. Stock and Capital Limited.
2.	Vivek Awasthi (Independent Director)	Mr. Vivek Awasthi is a reputed & Senior Chartered Accountant having the experience of more than 24 years in the Held of Tax, Audit and financial matters.
3.	Archana Singh (Independent Director)	Mrs. Archana Singh is a philanthropist and has an experience of 13 Years in her respective field.
4.	Anil Sharma (Independent Director)	Mr. Anil Sharma has been consultant to various companies related with finance sector.
5,	Chandra Kant Dwivedi (Non-Independent Director)	Mr. Chandra Kant Dwivedi is an economist and has a rich experience of more than 47 years in the field of Economy, and education. He is also associated with a major agro business industry for a period of last 8 years.
6.	Pankaj Kumar Mittal (Non-Independent Director)	Mr. Pankaj Kumar Mittal is an advocate by profession and has an experience of 22 Years in his respective field.

The evaluation process confirms that the Board and its Committees continue to operate effectively and that the performance of the Directors and the Managing Director continues to be satisfactory.

Board Meetings:

During the year under review, six (6) Meetings were held, the details which forms tire part of Corporate Governance Report.

Audit Committee

Your Company has an Audit Committee to meet the requirements of Section 177 of the CompaniesAct, 2013 and Regulation 18 of the SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Details of the Audit Committee are given under the Corporate Governance Report. There are no recommendations of the Audit Committee w hich w ere not accepted by the Board.

Nomination And Remuneration Committee

Your Company has in place a duly constituted Nomination and Remuneration Committee to meet the requirements of Section 178 the Companies Act, 2013 and Regulation 19 of the SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the Nomination and Remuneration Committee are given under the Corporate Governance Report.

The Board has framed (i) Policy on Board Diversity; and (ii) Nomination & Remuneration Policy winch lays down a framework in relation to the remuneration of Directors, Key Managerial Persoimel and Senior Management of the Company, lliis policy also lays down criteria for selection and appointment of Board Members. This Policy is placed on the website of the Company i.e., www.neil.co.in

Stakeholders Relationship Committee

Your Company has in place a duly constituted Stakeholder’s Relationship Committee to meet the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the Stakeholders Relationship Committee are given under the Corporate Governance Report.

The role of the committee shall inter- alia include the following:

1) Resolving Ihe grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

2) Review of measures taken for effective exercise of voting rights by shareholders.

3) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

Declaration of Independence by Independent Directors & Adherence to the Company’s Code of Conduct for Independent Directors:

All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and tliat they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also confirmed that they meet the requirements of ‘Independent Director’ as mentioned under Regulation 16( 1 Xb) of the SEBI Listing Regulations.

Further, all the Independent Directors have affirmed that they have adhered and complied with the Company''s Code of Conduct for Independent Directors which is framed in accordance with Schedule IV of the Act.

Separate Meeting of Independent Directors:

During the year, all of Independent Directors convened a separate meeting without the presence of NonIndependent Directors and members of the management as per provisions of Clause VII of Schedule IV to the Companies Act, 2013. In that meeting of Independent Directors, performance o f non - independent directors, Chairman and the Board as a whole were reviewed and evaluated.

Listing of Shares

The Company’s shares are listed on the

BSE Ltd., P.J Towers, Dalai Street, Mumbai- 400001,

Company has paid required listing fees to stock exchange.

Particulars of Loans, Guarantees or Investments:

During the period under review, there were no Guarantees or Investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013.

Conservation of Energy and Technology Absorption and Foreign Exchange Earning Outgo:

Your Company is not engaged in any manufacturing activity which is power intensive, it basically engaged in trading activities and use power saving devices by implementing the advanced and latest technology in carrying out its operational activities. There is a system of proper check and control in order to avoid unnecessary'' wastage of pow er and energy.

Foreign Exchange earnings and outgo is NIL Business Risk Management:

The Company’s robust risk management framework identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect the shareholders and other stakeholder''s interests in order to achieve its business objectives and enable sustainable and long-term growth. Risk management is embedded in our critical business activities, functions and processes. The Company believes that the overall risk exposure of present and future risks

remains within nsk capacity Since, the business environment is always uncertain and unpredictable therefore, the vigilance of not only the management but also the employees is of utmost importance.

The Company manages and monitors principal risks and uncertainties tluit can impactability of the Company to achieve its targets and objectives. Timely reports are placed before the Board for considering various risks involved in the Company business/operations. The Board evaluates these reports and requisite/corrective actions are then implemented.

The Board carries out a brief sy nopsis of the key elements that threatens the existence of the company. The internal policy related to risk management ensures growth and continuity of business. However, SKBI (Listing Obligations and Disclosure Requirements) Regulations 2015 exempts your company to mandatory form the Risk and Management Committee.

Code of Conduct:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The code laid down by the Board is known as “code of conduct” which forms an Appendix to the Code. The Code has been posted on the Company''s website www.ncil.co.in. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance on the expected behavior from an employee in a given situation and the reporting structure. All tire Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Stall’were given appropriate training in this regard.

Board Policies:

Whistle Blower Polio

In order to comply with the provisions of Section 177 (9) of the Companies Act, 2013 read w ith Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 The Company has established a vigil mechanism through a Whistle Blower Policy which shall be headed bv the Chairman of the Audit Committee. The Company can oversee the genuine concerns expressed by the employ ees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who may express their concerns pursuant to this policy. The policy is uploaded on the Website of the Company at www noil.coin

Remuneration Policy:

The Board has on tire recommendation of nomination & remuneration committee framed a policy'' for selection and appoinfrnent of directors, senior management, their remuneration and other matters, as required under sub-section (3) of Section 178 of the Companies act 2013, is available on our website at

www.neil.co.in

Related Party Transaction Policv:

The Board of Directors has adopted the following policy and procedures with regard to Related Party Transactions. This policy is to regulate transactions between the Company and its Related Parties based on the laws and regulations as applicable to the Company. Policy is uploaded on the website of the Company httns://www neil.co.niAinloa

Other Policies:

Your Company has made all other policies which are applicable as per Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is uploaded on the website of the Company at w ww.ncil.cn.in

Corporate social Resnonsihilit\:

During the year under review, Section 135 of the Companies Act, 2013 is not applicable to the Company.

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable on your Company.

Prevention of Insider Trading:

The Company has updated the Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the 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 the Board of Directors and the designated employees have confirmed compliance with the Code. The Updated Code of Conduct has already posted on Company’s website at www.neil.co.in.

Related Party Transactions:

There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. There w as no requirement of disclosure in AOC-2 from the company pursuant to Section 134( 3 X h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014.

Material Changes. If anv

The Board reports that no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year ending 31^st March, 2024 and the date of this report.

Disclosure under Sexual Harassment Policy for Women at work place (Prevention. Prohibition and Redressali Act 2013:

The Company is committed to providing and promoting a safe and healthy work environment for all its employees. A ''Prevention of Sexual Harassment'' Policy ("POSH Policy"), which is in line with the statutory requirements, along with a structured reporting and redressal mechanism, is in place. Appropriate reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work with dignity. Dining the year under review, the Company has not received any complaint in this regard. The Policy is uploaded on the website of the Company at w w w.neil.co.in

Sr. No.	Particulars	Status
1.	Number of Complaints dining Financial year	Nil
2.	Number of Complaints disposed off	Nil
3.	Number of Complaints pending	Nil

Pursuant to Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (LODR) Regulations, 2015, the Company had appointed V. Agnihotri & Associates. Company Secretaries in Practice for conducting Secretarial Audit The Secretarial Audit Report for the Financial Year ended March 31, 2024. is appended to this Report as Annexure -A. There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors, in their Audit Report for the Financial Year 2023-24. Other observation, if any in the report is self-explanatory''.

Share Registrar & Transfer Agent:

The Company''s Registrar & Transfer Agent is Skyline Financial Services Private Limited, New Delhi. It is a SHB1 Registered R & I A. The contact details of the same are mentioned at the beginning of the Report. The investors are kindly requested to address their queries, if any, to the R & TA. However, in case of any difficulties, they are always welcome to contact the Company’s Company Secretary & Compliance Officer, the contact particulars of whom are contained in the Report and are also hosted on the website of the Company i.e. www.neil.co.in.

Registration of Independent Directors ith Independent Director''s Databank:

In accordance with the provisions of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended. Independent Directors of the Company are duly registered in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

All our Independent Directors, Mr. Vivek Awasthi. Ms. Archana Singh and Mr Anil Sharma have registered themselves with the Independent Director''s Databank.

Secretarial Standards;

The Company complies with all the applicable and notified Secretarial Standards issued by the Institute of Company Secretaries of India. The Company has complied with applicable Secretarial Standards i.e SS-1 and SS-2. relating to “Meetings of the Board of Directors" and "General Meetings", respectively.

Web-Link of Annual Return:

A web-link of Annual Return for the financial year ended March 31,2024. in Fonn MGT - 7 as required under Section 92 (3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at the link w^rww.neil.co.in/upload/PDF/00000460.pdf

Investor Relations

At Neil Industries Limited, we consider Investor Relations to be the key to building transparent, open and long-term relationships with our stakeholders. Our Investor Relations program is committed to maintaining effective communication with the investing community by adopting best practices.

Your Company always endeavors to keep the time of response to shareholders request / grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders’ Grievance Committee of the Board meets periodically and reviews the status of the Shareholders’ Grievances. the shareholders of the Company continue to be traded in electronic forum and de-materialization exists with both the

depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.

Over the years, building on experience gained in the project space, NHL has widened its business scope from mere development of project to encompass a full range of related activities.

Details of Public Issue/Rights Issuc/Sweat Euuitv Shares:

During the financial year under review, there was no public issue / rights issue / preferential issue of shares / sweat equity / qualified institutional placement, etc.

Details of Non-Compliance h\ the Company, penalties, stricture imposed on the Company In the Stock Exchanges, SEB1 or anv statutory authorities or anv matter related to capital markets:

There was no case of any non-compliance warranting imposition of any penalty and issuance of any strictures on the Company by the stock exchange(s) or SEBI or any statutory authority, on any matter related to capital markets.

Corporate Insob enev Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016

No application has been made under the Insolvency and Bankruptcy Code hence, the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

Reserves:

The Company has Rs. 3,784.44 Lakhs in its reserv es as on March 31,2024 (year under review)

Acknowledgement:

The Directors place on record their gratitude tor the support of various regulatory authorities including Reserve Hank of India, Securities and Exchange Board of India, Ministry of Corporate Affairs, Registrar of Companies, Financial Intelligence Unit (India), the Stock Exchanges and the Depositories. The Company acknow ledges the role of all its key stakeholders - Shareholders, borrowers, channel partners, for their continued support

The Directors express their appreciation for the dedication and commitment with which the employees of the Company at all levels have yvorked during the period. Your Directors also yvish to place on record their deep sense of appreciation for the committed services by the Company’s executives, stall'' and yvorkers.

---

Mar 31, 2018

Dear Shareholders,

The Directors take pleasure in presenting the Annual Report together with Audited statement on the business and operations of the company for the year ended on 31^st March, 2018.

FINANCIAL RESULTS:

2017-2018 2016-2017 (Rs.in''00000) (Rs.in''00000)
Income (sales and other income)	1824.13	1413.14
Profit/ (Loss) before interest & dep.	159.12	101.33
Less:
Interest	0.00	0.00
Depreciation and amortization	4.20	8.14
Profit / (Loss) Before Tax	54.92	93.18
Provision for Taxation	42.42	30.48
Deferred Tax	(0.05)	5.02
Adjustment related to previous year	0.00	2.58
Net Profit	112.55	55.10

OPERATIONAL RESULTS:

The NBFC Sector in India Continued its Consistent growth parallel to India’s economic Growth. Trading in Agro and organic products during the financial year under review, Irrespective of dispersed risk retail lending and strategic growth in the MSME sector have led to increased income of the company from Rs. 1413.14 (in ‘00000) from the last year to Rs. 1824.13 (in ‘00000). It simultaneously earned a profit after tax of Rs. 112.55 (in''00000) as compared to the previous year profit of Rs. 55.10 (in''00000). The Income of the Company has been mainly from the Interest on Loans and advances and trading of M Compound, shares, Arecanut which has resulted in an increased profit of the company this year.

DIVIDEND:

In view to conserve the financial resources of the company for meeting financial requirements for future business projects it was decided by your director not to declare any dividend this year.

FIXED DEPOSIT:

Your company has not accepted any deposit prescribed U/s 73 of the companies Act 2013 during the financial year.

AUDITORS AND TAX CONSULTANTS:

M/s Ranjit Jain & Company, (Firm Reg. No. 322505E) having its office at Diamond heritage- Unit 605A, 6^th Floor, Strand Road, Kolkata -700001, West Bengal who were appointed as the statutory auditors of the Company to hold office from the Conclusion of the Annual General Meeting held in 2015 till the Conclusion of the 37^th Annual General Meeting is subject to the ratification by the shareholders of the Company at this Annual General Meeting. The resolution is set forth in front of shareholders for ratification.

The Companies (Amendment) Act, 2017 has omitted the 1^st proviso to Section 139(1) regarding ratification of the appointment of the statutory auditors. However as the company had appointed the existing statutory auditors in the 32^nd AGM for a period of 5(five) years subject to their ratification at every annual General Meeting therefore the appointment of the existing auditors are liable to be ratified by the shareholders of the Company.

In addition to this M/s Vishal Maheshwari & Company Chartered Accountants were also appointed as Accountancy and tax Consultants of the Company to advise the Company on various taxation matters.

CHANGE IN MANAGEMENT & TAKEOVER:

During the Financial Year there was no change in management and take over in the Company.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Managing Director. In order to maintain stabilization in to the affairs of the company the Company Secretary and Compliance officer of the Company has been appointed as the Internal Auditor who would directly report to the Chairman of the Audit Committee of the Company. The Internal Audit Department and the Internal Auditor monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

PARTICULARS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

A) Details pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Sl. No.	Requirement of Rule 5(1)	Disclosure
1	The ratio of the remuneration of each director to the median remuneration of the employees for the financial year	Mr. Arvind Kumar Mittal is drawing salary of Rs. 50000/- per month which is 2.37 times of the median remuneration of the employees for the financial year.
2	Percentage increase in remuneration of each director, CFO, CEO, CS or Manager in the financial year	Percentage increase in remuneration of:- a) Directors -NA b) MD - NA c) CFO - NA d) CEO -NA e) Company Secretary -28% increase f) Manager -NA
3	The percentage increase in the median remuneration of employees in the financial year	% increase in the median remuneration of the Employees in the financial year. 19.25
4	The number of permanent employees on the rolls of the company	There were 5 employees on permanent roll of the company as on March 31, 2018.
5	The explanation on the	The Company’s profit rose to 66% in

	relationship between average increase in remuneration and company performance	comparison to that the average increase of remuneration of employees was 19.25 % during the year.
6	Comparison of the remuneration of the Key Managerial Personnel against the performance of the company.	The total remuneration paid to KMP’s (MD, CFO and CS) was approx 7.35 % of the net profit for the FY 2017-18 which was based on the terms of the service contract which must be paid for availing there services.
7	Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current FY and previous FY and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer	Variations in the market capitalization: Rs. Market Capitalization as on 31-03-2017=Rs. 73.32 Crores 31-03-2018=Rs. 39.11 Crores Price Earnings Ratio (Price/EPS): - As on 31-03-2017-Rs. 0.28 As on 31-03-2018-Rs. 0.58 46.67 % decrease in the share price from the price on 31.03.2017 i.e 37.50/- due to the normal trading of shares in due course.
8	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2015-16 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	No
9	Comparison of each remuneration of the Key Managerial Personnel against the performance of the company	Comparison of each remuneration of the Key Managerial Personnel against the performance of the company: -MD- 3.87 % (of the Net Profit) CFO- 1.00 % (of the Net Profit) CS- 2.48 % (of the Net Profit)
10	The key parameters for any variable component of remuneration availed by the	The Company was not paying variable component of Remuneration to any director during the year.

	directors
11	The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year	NA
12	Affirmation that the remuneration is as per the remuneration policy of the company	We affirm that the remuneration paid to employees and KMP’s was based on the remuneration policy.

B) Details of every employee of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

- Drawing salary of 60 Lakhs or above for the year if employed throughout the year -Nil

- Drawing salary of 5 Lakhs p/m or above for a month if employed for part of the year -Nil

- Drawing salary more than the salary of MD and having 2% stake in the company -Nil

C) No Managing Director or Whole-time Director of the Company is receiving any commission from the Company as well as from the Holding Company or Subsidiary Company of the Company.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS:

As stipulated in section 134(5) of Companies Act 2013, The Directors of the Company would like to state:

1) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under the review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

INDUSTRIAL RELATIONS:

During the period under review the relation between employee and Management remained cordial. All the problems of the employees were patiently heard by the Management and proper solutions pertaining to their problems were provided by the management.

DIRECTORS:

The Board of the company is duly constituted. None of the Directors are Disqualified u/s 164 of the companies Act, 2013. All the Independent Directors have given their declaration as per Section 134 read along with section 149 of the Companies Act 2013.

In the ensuing Annual General Meeting Mr. Chandrakant Dwivedi being the Non Executive Non Independent Director of the Company whose office is subject to retire by rotation will retire by rotation due to the provisions of Section 149 &, 152 of the Companies Act, 2013. as rest of the directors are Independent Directors leaving Mr. Arvind Kumar Mittal who is the Managing Director of the Company and hence cannot retire by rotation.

AUDITORS REPORT:

The observation as per Auditors Report is self-explanatory and does not call any further clarification from directors.

CORPORATE GOVERNANCES:

As the company is required to comply with clause 17 to 27 as applicable of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 confirming the compliance of conditions of corporate Governance forms part of the Annual Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and as mentioned in the last year’s annual report, the Management has carried out the annual performance evaluation of its performance, the Directors individually as well as the evaluation of the working of its Audit, Appointment and Remuneration Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’ functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

TAKING ON RECORD THE ORDER RECEIVED FROM BSE BY THE BOARD IN REFRENCE TO FORENSIC AUDIT:

The board at its meeting held on 10.11.2017 considered the fact the Company has received an order from BSE Limited bearing reference no. SURV/OFL/PB/2017/SHELL/COMP/539016/1 dated October 27, 2017 informing the Company about the Forensic Audit to be conducted in reference to the pending proceedings against the Company and advised the persons in control of the Company including the Directors to co-operate with the Forensic Auditor so appointed for the sole purpose of conducting the aforesaid audit. However the Company decided to request the surveillance team of BSE to give an opportunity of personal hearing and representation before the authorities on grounds of natural justice and considering which it simultaneously gave an opportunity of personal hearing to the Company on 13.03.018 which the company attended and presented its representations pending which it also gave written submissions dated 14.03.2018 which the BSE took note of.

LISTING OF SHARES

The Company’s shares are listed with the

1. BSE Ltd., P.J Towers, Dalal Street, Mumbai- 400001,

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING OUTGO:

Your Company is not engaged in any manufacturing activity which is power intensive, it basically engaged in trading activities and use power saving devices by implementing the advanced and latest technology in carrying out its operational activities. There is a system of proper check and control in order to avoid unnecessary wastage of power and energy.

Foreign Exchange earnings and outgo is NIL.

BUSINESS RISK MANAGEMENT:

As already listed in the last years annual report of the company and pursuant to section 134 (3) (n) of the Companies Act, 2013 the Company has formed an internal committee in order to evaluate the risk factor in the concern. The Board carries out a brief synopsis of the key elements that threatens the existence of the company. The internal policy related to risk management ensures growth and continuity of business. However SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 exempts your company to mandatory form the Risk and Management Committee.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The code laid down by the Board is known as “code of conduct” which forms an Appendix to the Code. The Code has been posted on the Company’s website www.neil.co.in. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

WHISTLE BLOWER POLICY:

In order to Comply with the provisions of Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 A Vigil Mechanism was framed by the Company through its Board of Directors which shall be headed by the Chairman of the Audit Committee who shall be known as the Vigilance Officer under the Whistle Blower Policy. The Policy is framed for its directors and employees to report concerns of unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The Code has been posted on the Company’s Website i.e www.neil.co.in

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the 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 the Board of Directors and the designated employees have confirmed compliance with the Code

RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. There was no requirement of disclosure in AOC-2 from the company.

DISCLOSURE UNDER SEXUAL HARRASMENT POLICY FOR WOMEN:

Your Company has already framed the Sexual harassment policy regarding the women and female employees of the Company. During the year under review there were no complaints from any employee regarding the said issue.

SECRETARIAL AUDIT REPORT

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. M/s. Rakesh Agrawal & Co., Company Secretaries in whole time Practice was appointed as the Secretarial Auditor of the Company who has given his Secretarial Audit report to the Company in the prescribed format. The Format is attached as “Annexure A” to this report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure B”

ACKNOWLEDGEMENTS:

Yours Directors acknowledge with thanks for the co-operation and assistance what so ever received from employees, members, banks and govt. Authorities.

By the Order and on behalf of the Board of Directors

For Neil Industries Limited

SD/- SD/

DATE: 27/07/2017 ARVIND KUMAR MITTAL PINKI YADAV

PLACE: KANPUR (MANAGING DIRECTOR) (DIRECTOR)

DIN: 02010445 DIN:06995315

---

Mar 31, 2016

Dear Shareholders,

The Directors take pleasure in presenting the Annual Report together with Audited statement on the business and operations of the company for the year ended on 31^st March, 2016.

FINANCIAL RESULTS: 2015-2016 2014-2015

(Rs. in 00000) (Rs.in''00000)

Income	2417.54	646.91
Profit/ (Loss) before interest & dep.	128.92	92.03
Less:
Interest	0.00	0.00
Depreciation and amortization	15.78	10.11
Profit / (Loss) Before Tax	113.13	81.92
Provision for Taxation	38.30	26.40
Deferred Tax	(4.61)	1.37
Adjustment related to previous year	(1.67)	-
Net Profit	81.12	56.89

OPERATIONAL RESULTS:

The NBFC Sector in India Continued its Consistent growth parallel to India''s economic Growth .During the financial year under review, Irrespective of dispersed risk retail lending and ,strategic growth in the MSME sector the company has earned an income of Rs. 2417.54 (in''00000) as compared to the previous year income of Rs. 646.91 (in''00000) and earned a profit after tax of Rs. 81.12 (in''00000) as compared to the previous year profit of Rs. 56.89 (in''00000).

DIVIDEND:

In view to conserve the financial resources of the company for meeting financial requirements for future business projects it was decided by your director not to declare any dividend this year.

FIXED DEPOSIT:

Your company has not accepted any deposit prescribed U/s 73 of the companies Act 2013 during the financial year.

AUDITORS:

M/s Ranjit Jain & Company, (Firm Reg. No. 322505E) having its office at Diamond heritage-Unit 605A, 6^th Floor, Strand Road, Kolkata -700001, West Bengal who were appointed as the statutory auditors of the Company to hold office from the Conclusion of the last Annual General Meeting till the Conclusion of the 37^th Annual General Meeting subject to the ratification by the shareholders of the Company at this Annual General Meeting. The resolution is set forth infront of shareholders for ratification.

CHANGE IN MANAGEMENT & TAKEOVER:

During the Financial Year there was no change in management and take over in the Company.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Managing Director. The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

PARTICULARS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

A) Details pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Sl. No.	Requirement of Rule 5(1)	Disclosure
1	The ratio of the remuneration of each director to the median remuneration of the employees for the financial year	Mr. Arvind Kumar Mittal is drawing salary of Rs. 50000/- per month which is 3.33 times of the median remuneration of the employees for the financial year.
2	Percentage increase in remuneration of each director, CFO, CEO, CS or Manager in the financial year	Percentage increase in remuneration of:- a) Directors -NA b) MD - NA c) CFO - NA d) CEO -NA e) Company Secretary -38.88%

		f) Manager -NA
3	The percentage increase in the median remuneration of employees in the financial year	% increase in the median remuneration of the Employees in the financial year. Nil
4	The number of permanent employees on the rolls of the company	There were 7 employees on permanent roll of the company as on March 31, 2016.
5	The explanation on the relationship between average increase in remuneration and company performance	While the average increase in the remuneration is 6.14% the company has made a profit of Rs. 11313981/- as compared to last year''s profit of Rs.8192586/-
6	Comparison of the remuneration of the Key Managerial Personnel against the performance of the company	The total remuneration paid to KMP''s (MD, CFO and CS) was approx 8.99 % of the net profit for the FY 2015-16 which was based on the terms of the service contract which must be paid for availing there services.
7	Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current FY and previous FY and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer	Variations in the market capitalization: Rs. Market Capitalization as on 31-03-2015=Rs. 115.34 Crores 31-03-2016=Rs. 46.92 Crores Price Earnings Ratio (Price/EPS): -As on 31-03-2015-Rs. 0.29 As on 31-03-2016-Rs. 0.41 59.315 % decrease in the share price from the last price at which listed on BSE i.e 58.99 due to adverse market factors and tough competition.
8	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2015-16 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	No
9	Comparison of each remuneration of the Key Managerial Personnel against the performance of the company	Comparison of each remuneration of the Key Managerial Personnel against the performance of the company: -MD- 4.86 % (of the Net Profit) CFO- 1.45 % (of the Net Profit) CS- 1.92 % (of the Net Profit)
10	The key parameters for any variable component of remuneration availed by the directors	The Company was not paying variable component of Remuneration to any director during the year.
11	The ratio of the remuneration of the highest paid director to that of the	NA

	employees who are not directors but receive remuneration in excess of the highest paid director during the year
12	Affirmation that the remuneration is as per the remuneration policy of the company	We affirm that employees and remuneration pol the remuneration KMP''s was based icy. paid to on the

B) Details of every employee of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:- Drawing salary of 60 Lakhs or above for the year if employed throughout the year -Nil

- Drawing salary of 5 Lakhs p/m or above for a month if employed for part of the year -Nil

- Drawing salary more than the salary of MD and having 2% stake in the company -Nil

C) No Managing Director or Whole-time Director of the Company is receiving any commission from the Company as well as from the Holding Company or Subsidiary Company of the Company.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS:

As stipulated in section 134(5) of Companies Act 2013, The Directors of the Company would like to state:

1) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under the review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

INDUSTRIAL RELATIONS:

During the period under review the relation between employee and Management remained cordial. All the problems of the employees were patiently heard by the Management and proper solutions pertaining to their problems were provided by the management.

DIRECTORS:

The Board of the company is duly constituted. None of the Directors are Disqualified u/s 164 of the companies Act, 2013. All the Independent Directors have given their declaration as per Section 134 read along with section 149 of the Companies Act 2013.

In the ensuing Annual General Meeting Mr. Chandrakant Dwivedi being the Non Executive Non Independent Director of the Company whose office is subject to retire by rotation will retire by rotation due to the provisions of Section 149 &, 152 of the Companies Act, 2013.

AUDITORS REPORT:

The observation as per Auditors Report is self-explanatory and does not call any further clarification from directors.

CORPORATE GOVERNANCES:

As the company is required to comply with clause 17 to 27 as applicable of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 confirming the compliance of conditions of corporate Governance forms part of the Annual Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Management has carried out the annual performance evaluation of its performance, the Directors individually as well as the evaluation of the working of its Audit, Appointment and Remuneration Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board'' functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

LISTING OF SHARES

The Company''s shares are listed with the

1. BSE Ltd., P.J Towers, Dalal Street, Mumbai- 400001,

2. Calcutta Stock Exchange Ltd., 7, Lyons Range, Kolkata - 700001

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING OUTGO:

Your Company is not engaged in any manufacturing activity which is power intensive, it basically engaged in trading activities and use power saving devices by implementing the advanced and latest technology in carrying out its operational activities. There is a system of proper check and control in order to avoid unnecessary wastage of power and energy.

Foreign Exchange earnings and outgo is NIL.

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 the Company has formed an internal committee in order to evaluate the risk factor in the concern. The Board carries out a brief synopsis of the key elements that threatens the existence of the company. The internal policy related to risk management ensures growth and continuity of business. However SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 exempts your company to mandatory form the Risk and Management Committee.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The code laid down by the Board is known as "code of conduct" which forms an Appendix to the Code. The Code has been posted on the Company''s website www.neil.co.in. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

WHISTLE BLOWER POLICY:

In order to Comply with the provisions of Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 A Vigil Mechanism was framed by the Company through its Board of Directors which shall be headed by the Chairman of the Audit Committee who shall be known as the Vigilance Officer under the Whistle Blower Policy. The Policy is framed for its directors and employees to report concerns of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The Code has been posted on the Company''s Website i.e www.neil.co.in

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the 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 the Board of Directors and the designated employees have confirmed compliance with the Code

RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. There was no requirement of disclosure in AOC-2 from the company.

DISCLOSURE UNDER SEXUAL HARRASMENT POLICY FOR WOMEN:

Your Company has already framed the Sexual harassment policy regarding the women and female employees of the Company. During the year under review there were no complaints from any employee regarding the said issue.

SECRETARIAL AUDIT REPORT

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. M/s. Rakesh Agrawal & Co., Company Secretaries in whole time Practice was appointed as the Secretarial Auditor of the Company who has given his Secretarial Audit report to the Company in the prescribed format. The Format is attached as "Annexure A" to this report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B"

ACKNOWLEDGEMENTS:

Yours Directors acknowledge with thanks for the co-operation and assistance what so ever received from employees, members, banks and govt. Authorities.

By the Order and on behalf of the Board of Directors

For Neil Industries Limited

SD/- SD/

DATE: 25/07/2016 ARVIND KUMAR MITTAL PINKI YADAV

PLACE: KANPUR (MANAGING DIRECTOR) (DIRECTOR)

DIN:02010445 DIN:06995315

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Mar 31, 2015

Dear Shareholders,

The Directors take pleasure in presenting the Annual Report together with Audited statement on the business and operations of the company for the year ended on 31st March, 2015.

FINANCIAL RESULTS:

2014-2015 2013-2014 (Rs.in'00000) (Rs.in'00000)

Income 646.91 2144.35

Profit/ (Loss) before interest - dep. 92.03 79.59

Less: Interest 0.00 0.00

Depreciation and amortization 10.11 4.47

Profit / (Loss) Before Tax 81.92 75.12

Provision for Taxation 26.40 31.21

Deferred Tax 1.37 02.29

Adjustment related to previous year 0.00 0.00

Net Profit 56.89 46.20

OPERATIONAL RESULTS:

The NBFC Sector in India Continued its Consistent growth parallel to India's economic Growth .During the financial year under review, Irrespective of dispersed risk retail lending the company has earned an income of Rs. 646.91 (in = 00000) as compared to the previous year income of Rs. 2144.35 (in=00000) and earned a profit after tax of Rs. 56.89 (in=00000) as compared to the previous year profit of Rs. 46.20 (in = 00000).

DIVIDEND:

In view to conserve the financial resources of the company for meeting financial requirements for future business projects it was decided by your director not to declare any dividend this year.

FIXED DEPOSIT:

Your company has not accepted any deposit prescribed U/s 73 of the companies Act 2013 during the financial year.

AUDITORS:

M/s Ranjit Jain & Company, (Firm Reg. No. 3 22505E) having its office at 135A, C.R. Avenue, 1st Floor, Room No. 9, Kolkata- 700007, West Bengal is being appointed as the statutory auditors of the Company in place of M/s R.K. Patodi & Company who have tendered their resignation, to hold office from the Conclusion of this Annual General Meeting till the Conclusion of the 37th Annual General Meeting subject to the ratification by the shareholders of the Company at every Annual General Meeting. The company has received a certificate that its appointment as Auditors, is within the limit as laid down u/s 139 of the companies Act, 2 013.

CHANGE IN MANAGEMENT & TAKEOVER:

During the Financial Year there was no change in management and take over in the Company.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director. The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS:

As stipulated in section 134(5) of Companies Act 2013, The Directors of the Company would like to state:

1) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under the review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

INDUSTRIAL RELATIONS:

During the period under review the relation between employee and Management remained cordial. All the problems of the employees were patiently heard by the Management and proper solutions pertaining to their problems were provided by the management.

DIRECTORS:

The Board of the company is duly constituted. None of the Directors are Disqualified u/s 164 of the companies Act, 2013. During the year Mr. Arvind Kumar Mittal was appointed as Managing Director in order to comply with the provisions of Section 2 03 of the Companies Act 2 013. In addition to this, in order to comply with clause 49. (II) (A) (1) of Listing agreement and Section 149 of Companies. Act, 2013 Mrs. Pinki Yadav was appointed as an additional Director on the Board. Thereafter in order to comply with the provisions of Section 2 03 of the Companies Act 2013, Mr. Chandra Kant Dwivedi, gave his resignation from the Directorship of the Company and was appointed as the Chief Financial Officer of the Company.

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2 013 and clause 49 of the Listing Agreement.

In the ensuing Annual General Meeting Mr. Arvind Kumar Mittal though being the Managing Director of the Company will be subject to retirement by rotation due to the provisions of Section 149 &., 152 of the Companies Act, 2013, wherein it is provided that Independent Directors are not subject to retirement by rotation. All Directors in the Board of Directors of the Company are Independent Directors except Mr. Mittal who is the Managing Director of the Company. Since none of the Independent Directors are subject to retire by rotation, Mr. Mittal will retire by rotation in terms of Section 15 2 of the Companies Act, 2013 and being eligible has offered himself for re-appointment. As per the clarification issued by the Department of Company affairs (Int. Circular No. 3 (No.8/16(1)/61-PR, Dated 9th May 1961), Managing Director's office does not suffer any break if he retires as a director under Section 255 of the Companies Act, 1956 and is re-elected as director in the same meeting. In addition to this Mrs. Pinki Yadav is being regularized as the Non Executive Independent Director of the Company and Mr. Chandra Kant Dwivedi is being appointed as the Non Executive Non Independent Director of the Company.

AUDITORS REPORT:

The observation as per Auditors Report is self-explanatory and does not call any further clarification from directors.

CORPORATE GOVERNANCES:

As the company is required to comply with clause 49 of the Listing Agreement so the Corporate Governance Report confirming the compliance of conditions of corporate Governance forms part of the Annual Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2 013 and Clause 49 of the Listing Agreement, the Board parallely has carried out the annual performance evaluation of its performance, the Directors individually as well as the evaluation of the working of its Audit, Appointment and Remuneration Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board' functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

LISTING OF SHARES

The Company's shares are listed with the

1. BSE Ltd., P.J Towers, Dalal Street, Mumbai- 400001,

2. Calcutta Stock Exchange Ltd., 7, Lyons Range, Kolkata - 700001 and

3. Uttar Pradesh Stock Exchange Ltd., Padam Tower, 14/113, Civil Lines, Kanpur.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING OUTGO:

Your Company is not engaged in any manufacturing activity which is power intensive, it basically engaged in trading activities and use power saving devices by implementing the advanced and latest technology in carrying out its operational activities. There is a system of proper check and control in order to avoid unnecessary wastage of power and energy.

Foreign Exchange earnings and outgo is NIL.

NO. OF EMPLOYEES & DISCLOSURE REGARDING SECTION 197 OF THE COMPANIES ACT 2013:

There are a total of 6 employees registered in the Company's muster roll. The particulars as required to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are furnished as none of the employee is drawing remuneration of Rs.500000/- or more per month if employed for a part of the year or Rs.60,00,000/-if employed throughout the period.

Pursuant to section 134 (3) (n) of the Companies Act, 2013 — Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The code laid down by the Board is known as "code of conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.neil.co.in. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

WHISTLE BLOWER POLICY:

In order to Comply with the provisions of Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 A Vigil Mechanism was framed by the Company through its Board of Directors which shall be headed by the Chairman of the Audit Committee who shall be known as the Vigilance Officer under the Whistle Blower Policy. The Policy is framed for its directors and employees to report concerns of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The Code has been posted on the Company's Website i.e www.neil.co.in

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the 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 Directors and the designated employees have confirmed compliance with the Code.

RELATED PARTY TRANSACTIONS:

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

SECRETARIAL AUDIT REPORT

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. M/s. Rakesh Agrawal & Co., Company Secretaries in whole time Practice was appointed as the Secretarial Auditor of the Company who has given his Secretarial Audit report to the Company in the prescribed format. The Format is attached as "Annexure A" to this report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form M GT-9 is annexed herewith as "Annexure B"

ACKNOWLEDGEMENTS:

Yours Directors acknowledge with thanks for the co-operation and assistance what so ever received from employees, members, banks and govt. Authorities.

By the Order and on behalf of the Board of Directors For Neil Industries Limited

SD/- SD/ DATE: 30/05/2015 ARVIND KUMAR MITTAL PINKI YADAV PLACE: KANPUR (MANAGING DIRECTOR) (DIRECTOR) DIN:02010445 DIN:06995315

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Mar 31, 2014

Dear Shareholders,

The Directors take pleasure in presenting the Annual Report together with Audited statement on the business and operations of the company for the year ended on 31st March, 2014.

FINANCIAL RESULTS: 2013-2014 2012-2013 (Rs.in00000) (Rs.in''00000)

Income 2135.23 5568.17

Profit/(Loss) before interest & dep. 79.59 81.97

Less: Interest 0.00 0.00

Depreciation and amortization 4.47 5.26

Profit / (Loss) Before Tax 75.12 76.71

Provision for Taxation 31.21 24.25

Deferred Tax 2.29 0.27

Adjustment related to previous year 0.00 0.00

Net Profit 46.20 52.73



OPERATIONAL RESULTS:

During the financial year under review, the company has received an income of Rs. 2135.23 (in''00000) as compared to the previous year income of Rs. 5568.17(in''00000) and earned a profit after tax of Rs. 46.20 (in''00000) as compared to the previous year profit of Rs. 52.73 (in''00000). The performance of company has been marginally lower in comparison with the last year which is obvious due to uncertainty in financial market, still your directors are confident to improve the performance of the company and are hopeful for the better result of the company in the next financial year.

DIVIDEND:

In view to conserve the financial resources of the company for meeting financial requirements for future business projects it was decided by your director not to declare any dividend this year.

FIXED DEPOSIT:

Your company has not accepted any deposit prescribed U/s 58A of the companies Act 1956 during the financial year.

AUDITORS:

R K Patodi & Company, Chartered Accountants, from whom company has received a certificate that his appointment as Auditors, is within the limit as laid down u/s 139 of the companies Act, 2013, shall hold office from the conclusion of this Annual General Meeting to the conclusion of 34th Annual General Meeting subject to approval of Shareholders in every Annual General Meeting.

CHANGE IN MANAGEMENT & TAKEOVER:

During the Financial Year there was no change in management and take over. RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS:

As stipulated in section 217 (2AA) of Companies Act 1956, Your Directors subscribe to the Directors Responsibility statement and confirm as under:

i. That the preparations of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That 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 at the end of financial year and of the Profit of the company for that period.

iii. That the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the annual accounts on a going concern basis. INDUSTRIAL RELATIONS:

During the period under review the relation between employee and Management remained cordial.

DIRECTOR:

The Board of the company is duly constituted.

None of the Directors is Disqualified u/s 164 of the companies Act, 2013.

AUDITORS REPORT:

The observation as per Auditors Report is self-explanatory and does not call any further clarification from directors.

CORPORATE GOVERNANCES:

As the company is required to comply with clause 49 of the Listing Agreement so the Corporate Governance Report confirming the compliance of conditions of corporate Governance forms part of the Annual Report.

LISTING OF SHARES:

The Company''s shares are listed with the Calcutta Stock Exchange Ltd., 7, Lyons Range, Kolkata - 700001 and Uttar Pradesh Stock Exchange Ltd., Padam Tower, 14/113, Civil Lines, Kanpur.

RISK AND INTERNAL ADEQUACY:

The company has adequate internal control procedures commensurate with its size and nature of its business. The Board of Directors periodically reviews the audit plans, internal audit reports, adequacy of internal control and mismanagement.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING OUTGO:

Your Company is not engaged in any manufacturing activity which is power intensive, it basically engaged in trading activities and use power saving devices by implementing the advanced and latest technology in carrying out its operational activities. There is a system of proper check and control in order to avoid unnecessary wastage of power and energy. Foreign Exchange earnings and outgo is NIL.

EMPLOYEES:

The particulars as required u/s217 (3A) of the companies Act, 1956 are furnished as none of the employee is drawing remuneration of Rs.500000/- or more per month if employees for apart of the year of Rs.6000000/-if employed throughout the period.

ACKNOWLEDGEMENTS:

Yours Directors acknowledge with thanks for the co-operation and assistance what so ever received from employees, members, banks and govt. Authorities.

By the Order and on behalf of the Board of Directors For Neil Industries Limited SD/- SD/ DATE: 29/05/2014 Arvind Kumar Mittal Chandra Kant Dwivedi PLACE: KANPUR DIRECTOR DIRECTOR DIN:02010445 DIN: 06396144

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Mar 31, 2013

Dear Members,

The Directors take pleasure in presenting the Annual Report together with Audited statement on the business and operations of the company for the year ended on 31st March, 2013.

FINANCIAL RESULTS:

2012-2013 2011-2012 (Rs. in Rs. 00000) (Rs. in Rs. 00000)

Income 5568.18 5536.92

Profit/(Loss) before interest & dep. 81.98 53.10

Less:

Interest 0.00 0.00

Depreciation and amortization 5.26 6.50

Profit/(Loss) Before Tax 76.72 46.60

Tax Expense 23.98 15.51

Adjustment related to previous year 0.00 0.72

Net Profit 52.74 31.09

OPERATIONAL RESULTS:

During the financial year under review, the company has received an income of Rs. 5568.18 (in Rs. 00000) as compared to the previous year income of Rs. 5536.92 and earned a profit after tax of Rs. 52.74 (in Rs. 00000) as compared to the previous year profit of Rs. 31.09 (in Rs. 00000). The performance of company has improved considerably in comparison with the last year. Your directors are still trying to improve the performance of the company and are hopeful for the better result of the company in the next financial year.

DIVIDEND:

In view to conserve the financial resources of the company for meeting financial requirements for future business projects it was decided by your director not to declare any dividend this year.

FIXED DEPOSIT:

Your company has not accepted any deposit prescribed U/s 58A of the companies Act 1956 during the financial year.

AUDITORS:

R K Patodi & Company, Chartered Accountants, from whom company has received a certificate that his appointment as Auditors, is within the limit as laid down 224(1B) of the companies Act, 1956, shall hold office from the conclusion this Annual General Meeting to the conclusion of next Annual General Meeting.

CHANGE IN MANAGEMENT & TAKEOVER:

During the Financial Year Mr. Anurag Khandelwal Resigned from the office of Director due to personal reason and Mr. Chandra Kant Dwivedi was appointed as additional Director of the Company.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS:

As stipulated in section 217 (2AA) of Companies Act 1956, Your Directors subscribe to the Directors Responsibility statement and confirm as under:

i. That the preparations of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That 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 at the end of financial year and of the Profit of the company for that period.

iii. That the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the annual accounts on a going concern basis.

INDUSTRIAL RELATIONS:

During the period under review the relation between employee and Management remained cordial.

DIRECTOR:

The Board of the company is duly constituted.

Shri Chandra Kant Dwivedi, additional director is eligible to be appointed as regular director at the AGM.

None of the Directors is Disqualified u/s 274(1)(g) of the companies Act, 1956.

AUDITORS REPORT:

The observation as per Auditors Report is self-explanatory and does not call any further clarification from directors.

CORPORATE GOVERNANCES:

As the company is required to comply with clause 49 of the Listing Agreement so the Corporate Governance Report confirming the compliance of conditions of corporate Governance forms part of the Annual Report.

LISTING OF SHARES:

The Company''s shares are listed with the Calcutta Stock Exchange Ltd., 7, Lyons Range, Kolkata - 700001 and Uttar Pradesh Stock Exchange Ltd., Padam Tower, 14/113, Civil Lines, Kanpur.

RISK AND INTERNAL ADEQUACY:

The company has adequate internal control procedures commensurate with its size and nature of its business. The Board of Directors periodically reviews the audit plans, internal audit reports, adequacy of internal control and mismanagement.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING OUTGO:

Your Company is not engaged in any manufacturing activity which is power intensive, it basically engaged in trading activities and use power saving devices by implementing the advanced and latest technology in carrying out its operational activities. There is a system of proper check and control in order to avoid unnecessary wastage of power and energy.

Foreign Exchange earnings and outgo is NIL.

EMPLOYEES:

The particulars as required u/s 217 (3A) of the companies Act, 1956 are furnished as none of the employee is drawing remuneration of Rs. 5,00,000/- or more per month if employees for apart of the year of Rs. 60,00,000/- if employed throughout the period.

ACKNOWLEDGEMENTS:

Yours Directors acknowledge with thanks for the co-operation and assistance what so ever received from employees, members, banks and govt. Authorities.

DECLARATION REGARDING ADHERENCE TO THE CODE OF CONDUCT

As provide under Clause 49 of the Listing Agreement with the Stock Exchanges, all the Board Members and Senior Management Personnel have confirmed compliance with the code of conduct for the year ended March 31, 2013.

For Neil Industries Limited

SD/- Place: Kanpur Arvind Kumar Mittal Date: 30/05/2013 Director

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Mar 31, 2012

Dear Members,

The Directors take pleasure in presenting the Annual Report together with Audited statement on the business and operations of the company for the year ended on 31st March, 2012.

FINANCIAL RESULTS:

2011-2012 2010-2011 (Rs. in Rs. 00000) (Rs. in Rs. 00000)

Income 5536.92 5229.24

Profit/(Loss) before interest & dep. 53.10 46.46

Less:

Interest 0.00 0.00

Depreciation and amortization 6.50 2.44

Profit/(Loss) Before Tax 46.60 44.02

Provision for Taxation 15.79 13.82

Deferred Tax (1.00) (0.22)

Adjustment related to previous year 0.72 0.00

Net Profit 31.09 30.42

OPERATIONAL RESULTS:

During the year under review, the company has received an income of Rs. 5536.92(in Rs. 00000) as compared to the previous year income of Rs. 5229.24 and earned a profit after tax of Rs. 31.09 (in Rs. 00000) as compared to the previous year profit of Rs. 30.42 (in Rs. 00000). Though the performance of company is marginally better than the last year still your directors are trying to improve the performance of the company and are hopeful for the better result of the company in the next financial year.

DIVIDEND:

In view to conserve the financial resources of the company for meeting financial requirements for future business projects it was decided by your director not to declare any dividend this year.

FIXED DEPOSIT:

Your company has not accepted any deposit prescribed U/s 58A of the companies Act 1956 during the financial year.

AUDITORS:

R K Patodi & Company, Chartered Accountants, from whom company has received a certificate that his appointment as Auditors, is within the limit as laid down 224(1B) of the companies Act, 1956, shall hold office from the conclusion this Annual General Meeting to the conclusion of next Annual General Meeting.

CHANGE IN MANAGEMENT & TAKEOVER:

There is no change in the management of the company during the Financial Year.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS:

As stipulated in section 217 (2AA) of Companies Act 1956, Your Directors subscribe to the Directors Responsibility statement and confirm as under:

i. That the preparations of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That 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 at the end of financial year and of the Profit of the company for that period.

iii. That the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the annual accounts on a going concern basis.

INDUSTRIAL RELATIONS:

During the period under review the relation between employee and Management remained cordial.

DIRECTOR:

The Board of the company is duly constituted and there has been no change in the composition of the board.

Shri Rajesh Bajpai, additional director is eligible to be appointed as regular director at the AGM.

None of the Directors is Disqualified u/s 274(1) (g) of the companies Act, 1956.

AUDITORS REPORT:

The observation as per Auditors Report is self-explanatory and does not call any further clarification from directors.

CORPORATE GOVERNANCES:

As the company is required to comply with clause 49 of the Listing Agreement so the Corporate Governance Report confirming the compliance of conditions of corporate Governance forms part of the Annual Report.

LISTING OF SHARES:

The Company''s shares are listed with the Calcutta Stock Exchange Ltd., 7, Lyons Range, Kolkata - 700001 and Uttar Pradesh Stock Exchange Ltd., Padam Tower, 14/113, Civil Lines, Kanpur.

RISK AND INTERNAL ADEQUACY:

The company has adequate internal control procedures commensurate with its size and nature of its business. The Board of Directors periodically reviews the audit plans, internal audit reports, adequacy of internal control and mismanagement.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING OUTGO:

Your Company is not engaged in any manufacturing activity which is power intensive, it basically engaged in trading activities and use power saving devices by implementing the advanced and latest technology in carrying out its operational activities. There is a system of proper check and control in order to avoid unnecessary wastage of power and energy.

Foreign Exchange earnings and outgo is NIL.

EMPLOYEES:

The particulars as required u/s217 (3A) of the companies Act, 1956 are furnished as none of the employee is drawing remuneration of Rs. 5,00,000/- or more per month if employees for apart of the year of Rs. 60,00,000/- if employed throughout the period.

ACKNOWLEDGEMENTS:

Yours Directors acknowledge with thanks for the co-operation and assistance what so ever received from employees, members, banks and govt. Authorities.

By the Order and on behalf of the Board of Directors

For Neil Industries Limited

PLACE: KANPUR DATE : 10-08-2012 SD/- SD/- Arvind Kumar Mittal Anurag Khandelwal DIRECTOR DIRECTOR