Gallantt Ispat Ltd Directors Report.

TO THE MEMBERS OF GALLANTT ISPAT LIMITED

Report on the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statement of GALLANTT ISPAT LIMITED (‘The Company) which comprises the Balance Sheet as at March 31, 2020, the Standalone Statement of Profit and Loss (including other comprehensive income), the Standalone Statement of changes in equity and Standalone Statement of Cash Flows for the year then ended, and a summary of significant accoun ng policies and other explanatory informa on (thereina er referred to as "the standalone financial statements"), which we have signed under reference to this report.

In our opinion and to the best of our informa on and according to the explana ons given to us, the aforesaid standalone financial statements give the informa on required by the Companies Act 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the Indian Accoun ng Standards prescribed under sec on 133 of the Act read with the Companies (Indian Accoun ng Standards) Rules 2015, as amended, ("Ind AS") and other accoun ng principles generally accepted in India, of the state of a airs of the Company as at March 31, 2020, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statement in accordance with the Standards on Audi ng (SAs) specified under sec on 143(10) of the Companies Act, 2013. Our responsibili es under those Standards are further described in the Auditors Responsibili es for the Audit of the standalone Financial Statements sec on of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Ins tute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibili es in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is su cient and appropriate to provide a basis for our opinion on the standalone financial statements.

Emphasis of Ma er

We draw your a en on to Note No. 51 to the statement which explains the uncertain es and the managements assessment of the financial impact due to the lockdown and other restric ons and condi ons related to the COVID-19 pandemic situa on, for which a defini ve assessment of the impact is highly dependent upon circumstances/ developments as they evolve in subsequent periods. Our opinion is not modified in respect of this ma er.

Key Audit Ma ers

Key audit ma ers are those ma ers that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended 31st March, 2020. These ma ers were addressed in the context of our audit of the standalone financial statements as a whole, and informing our opinion thereon, and we do not provide a separate opinion on these ma ers.

We have determined that there are no key audit ma ers to communicate in our report.

Informa on other than the Standalone Financial Statement and Auditors Report Thereon

The Company Board of Directors is responsible for the prepara on of the other informa on. The other informa on comprises the informa on include in the Management Discussions and Analysis, Boards Report including Annexure to Board Report, Business Responsibility Report, Corporate Governance and shareholders Informa on, but does not include the standalone financial statement and our auditors report thereon.

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

In connec on with our audit of standalone financial statement, our responsibility is to read the other informa on and, in doing so, consider whether the other informa on is materially inconsistent with the standalone financial statement or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

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

Responsibility of Management and those charged with governance for the Standalone Financial Statements

The Companys Board of Directors is responsible for the ma ers stated in sec on 134(5) of the Companies Act, 2013 with respect to the prepara on of these standalone financial statements that give a true and fair view of the financial posi on, financial performance, total comprehensive income, changes in equity and cash

flows of the Company in accordance with accoun ng principles generally accepted in India. This responsibility also includes the maintenance of the adequate accoun ng records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preven ng and detec ng frauds and other irregulari es; selec on and applica on of appropriate accoun ng policies; making judgments and es mates that are reasonable and prudent; and design, implementa on and maintenance of adequate internal financial controls, that were opera ng e ec vely for ensuring the accuracy and completeness of the accoun ng records, relevant to the prepara on and presenta on of the standalone financial statement that give a true and fair view and are free from material mis-statement, whether due to fraud or error. In preparing the standalone financial statements, management is responsible for assessing the Companys ability to con nue as a going concern, disclosing, as applicable, ma ers related to going concern and using the going concern basis of accoun ng unless management either intends to liquidate the Group or to cease opera ons, or has no realis c alterna ve but to do so. The Board of Directors is responsible for overseeing the Companys financial repor ng process.

Auditors Responsibili es for the Audit of the Standalone Financial Statements

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

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

• Iden fy and assess the risks of material mis-statement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is su cient and appropriate to provide a basis for our opinion. The risk of not detec ng a material misstatement resul ng from fraud is higher than for one resul ng from error, as fraud may involve collusion, forgery, inten onal omissions, mis-representa ons, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under sec on 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the opera ng e ec veness of such controls.

• Evaluate the appropriateness of accoun ng policies used and the reasonableness of accoun ng es mates and related disclosures made by management.

• Conclude on the appropriateness of managements use of the going concern basis of accoun ng and, based on the audit evidence obtained, whether a material uncertainty exists related to events or condi ons that may cast significant doubt on the ability of the Companys to con nue as a going concern. If we conclude that a material uncertainty exists, we are required to draw a en on in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or condi ons may cause the company to cease to con nue as a going concern.

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

Materiality is the magnitude of mis-statements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quan ta ve materiality and qualita ve factors in (i) planning the scope of our audit work and in evalua ng the results of our work; and (ii) to evaluate the e ect of any iden fied mis-statements in the financial statements.

We communicate with those charged with governance regarding, among other ma ers, the planned scope and ming of the audit and significant audit findings, including any significant deficiencies in internal control that we iden fy during our audit.

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

Other Ma ers

1. Due to COVID-19 pandemic and consequen al na onwide lockdown announced by the Central and various State Government including travel restric on, maintenance of social distancing, etc, the audit team has performed audit from Head O ce, Branch O ce and remote loca on on the basis of data, scanned copies, documents, management es mates, assump ons, cer ficates and other informa on supplied electronically by the management on online pla orm. We have relied on Managements assurances of the authen city, completeness and accuracy of these records electronically submi ed to us. Further, our a endance at the physical inventory verifica on done by the Management was imprac cable under the current lockdown restric ons imposed by the Government and we have therefore, relied on the related alterna ve audit procedures to audit the existence of inventory as per the guidance provide in SA-501 "Audit Evidences- Specific Considera on for Selected Items" and have obtained su cient appropriate audit evidence to issue our unmodified opinion on this statement.

Our opinion is not modified in respect of this ma er.

Report on Other Legal and Regulatory Requirements

1. As required by Sec on 143(3) of the Act, based on our audit we report that: a) We have sought and obtained all the informa on and explana ons which to the best of our knowledge and belief were necessary for the purposes of our audit. b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examina on of those books. c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the cash flows are dealt with by this Report are in agreement with the relevant books of account. d) In our opinion, the aforesaid standalone financial statements comply with the specified under Sec on 133 of the Act, read with companies (Indian Accoun ng Standards) Rules, 2015, as amended. e) On the basis of the wri en representa ons received from the directors of the Company as on March 31, 2020 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2020 from being appointed as a director in terms of Sec on 164 (2) of the Act. f) With respect to the adequacy of the internal financial controls over financial repor ng of the Company and the opera ng e ec veness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and opera ng e ec veness of the Companys internal financial controls over financial repor ng. g) With respect to the other ma ers to be included in the Auditors Report in accordance with the requirements of sec on 197(16) of the Act, as amended: In our opinion and to the best of our informa on and according to the explana ons given to us, the remunera on paid by the Company to its directors during the year is in accordance with the provisions of sec on 197 of the Act. h) With respect to the other ma ers to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our informa on and according to the explana ons given to us: i. The Company has disclosed the impact of pending li ga ons on its financial posi on of the financial statements. ii. The Company has made provision, as required under the applicable law or accoun ng standards, for material foreseeable losses, if any, on long-term contracts including deriva ve contracts. iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Educa on and Protec on Fund.

2. The Companies (Auditors Report) order, 2016 ("the order") issued by the Central Government of India in terms of subsec on (11) of sec on 143 of the Act, we give in the Annexure B, a statement on the ma ers specified in the paragraph 3 and 4 of the order, to the extent applicable.

For MAROTI & ASSOCIATES

Chartered Accountants Firm Registra on No. 322770E

Komal Jain

Partner

Membership No.:303583 UDIN:20303583AAAAAC2150 Annual Report 2019-20 : 107

Place – New Delhi Date- 29.06.2020

Report on the Internal Financial Controls under Clause (i) of Sub-sec on 3 of Sec on 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial repor ng of GALLANTT ISPAT LIMITED ("the Company") as of 31st March 2020 in conjunc on with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

MANAGEMENTS RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial repor ng criteria established by the Company considering the essen al components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Repor ng issued by the Ins tute of Chartered Accountants of India (Rs.ICAI). These responsibili es include the design, implementa on and maintenance of adequate internal financial controls that were opera ng e ec vely for ensuring the orderly and e cient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the preven on and detec on of frauds and errors, the accuracy and completeness of the accoun ng records, and the mely prepara on of reliable financial informa on, as required under the Companies Act, 2013.

AUDITORS RESPONSIBILITY

Our responsibility is to express an opinion on the Companys internal financial controls over financial repor ng based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Repor ng (the "Guidance Note") and the Standards on Audi ng, issued by ICAI and deemed to be prescribed under sec on 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Ins tute of Chartered Accountants of India.

Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial repor ng was established and maintained and if such controls operated e ec vely in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial repor ng and their opera ng e ec veness. Our audit of internal financial controls over financial repor ng included obtaining an understanding of internal financial controls over financial repor ng, assessing the risk that a material weakness exists, and tes ng and evalua ng the design and opera ng e ec veness of internal control based on the assessed risk. The procedures selected depend on the auditor›s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidences we have obtained are su cient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial repor ng.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company›s internal financial control over financial repor ng is a process designed to provide reasonable assurance regarding the reliability of financial repor ng and the prepara on of financial statements for external purposes in accordance with generally accepted accoun ng principles. A companys internal financial control over financial repor ng includes those policies and procedures that:

1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transac ons and disposi ons of the assets of the company;

2. provide reasonable assurance that transac ons are recorded as necessary to permit prepara on of financial statements in accordance with generally accepted accoun ng principles, and that receipts and expenditures of the company are being made only in accordance with authoriza ons of management and directors of the company; and

3. provide reasonable assurance regarding preven on or mely detec on of unauthorized acquisi on, use, or disposi on of the companys assets that could have a material e ect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limita ons of internal financial controls over financial repor ng, including the possibility of collusion or improper management override of controls, material mis-statements due to error or fraud may occur and not be detected. Also, projec ons of any evalua on of the internal financial controls over financial repor ng to future periods are subject to the risk that the internal financial control over financial repor ng may become inadequate because of changes in condi ons, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial repor ng and such internal financial controls over financial repor ng were opera ng e ec vely as at 31st March 2020, based on the internal control over financial repor ng criteria established by the Company considering the essen al components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Repor ng issued by the Ins tute of Chartered Accountants of India.

For MAROTI & ASSOCIATES

Chartered Accountants Firm Registra on No. 322770E

Komal Jain

Partner

Membership No.:303583 UDIN:20303583AAAAAC2150

Place – New Delhi Date- 29.06.2020

Annexure - B to the Independent Auditors Report

The Annexure referred to in Independent Auditors Report to the members of the Company on the financial statements for the year ended 31st March 2020 we report that:

1. a) The Company has maintained proper records showing full par culars, including quan ta ve details and situa on of its fixed assets.

b) The Company has a regular programme for physical verifica on in phased periodic manner, which, in our opinion, is reasonable having regards to the size of the Company and the nature of its assets. According to the informa on and explana ons given to us, no material discrepancies were no ced on such physical verifica on.

c) According to the informa on and explana ons given to us and on the basis of our examina on of the records of the Company, tle deeds of the immovable proper es are held in the name of the Company.

1. The Management has conducted physical verifica on of inventory at reasonable intervals during the year and no material discrepancies were no ced on such physical verifica on.

2. According to the informa on and explana on given to us, the Company has granted unsecured loan, with interest, to 1 (one) body corporate amoun ng to Rs. 5,00,00,000/-, who is covered in the register maintained under sec on 189 of the Companies Act, 2013 (‘the Act).

According to the informa on and explana ons given to us and on the basis of our examina on of the records of the Company, the loan fund was refunded along with interest and there was no outstanding amount as on 31st March, 2020.

3. In our opinion and according to the informa on and explana ons provided to us, the Company has complied with the provisions of sec on 185 and 186 of the Act, with respect to the loans, investments guarantees and security.

4. The Company has not accepted any deposits from the public during the year. Accordingly, the Direc ves issued by the Reserve Bank of India and the provisions of sec ons 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed thereunder are not applicable to the company for the year under audit.

5. As per informa on and explana on given by the management, maintenance of cost records has been prescribed by the Central Government under sub- sec on (1) of sec on 148 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however made a detailed examina on of the records.

6. a) According to the informa on and explana ons given to us and on the basis of our examina on of the records of the Company, amounts deducted/ accrued in the books of accounts in respect of undisputed statutory including provident fund, employees state insurance, income tax, duty of customs, GST, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authori es.

According to the informa on and explana on given to us, no undisputed amounts payable in respect of provident fund, employees state insurance, income tax, duty of customs, GST, cess and other material statutory dues were in arrears as at 31st March 2020, for a period of more than six months from the date they became payable.

b) According to the informa on and explana ons given to us, the following dues of UP VAT as at 31st March 2020, have not been deposited by the Company on account of disputes given below:

Statue Nature of dues Amount involved (Rs. in lacs) Period to which the amount relates Forum where dispute is Pending
UP VAT ACT 2008 VAT 9,255.64 August 2011 to June 2017 Government of U ar Pradesh

7. According to the informa on and explana ons given to us, the Company has not defaulted in repayment of loans or borrowing to a financial ins tu on, bank or government or dues to debenture holders. There were no debenture holders at any me during the year.

8. In our opinion and according to the informa on and explana on given to us, the Company has not raised moneys by way of Ini al Public o er or further public o er or new terms loans during the year.

9. To the best of our knowledge and belief and according to the informa on and explana ons given to us, no material fraud by the Company or on the Company by its o cers or employees during the year was no ced or reported, nor we have been informed of such case by the management.

10. According to the informa on and explana ons provided by the management, the managerial remunera on has been paid/ provided in accordance with the requisite approvals mandated by the provisions of sec on 197 read with Schedule V to the Act.

11. According to the informa on and explana ons given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable and hence not commented upon.

12. According to the informa on and explana ons provided by the Management, transac on with the related par es are in compliance with sec on 177 and 188 of the Act where applicable and details of such transac ons have been disclosed in the financial statements as required by the applicable accoun ng standards.

13. According to the informa on and explana ons provided to us and on an overall examina on of balance sheet, the Company has not made any preferen al allotment or private placement of shares or fully or partly conver ble debentures during the year under review and hence repor ng requirements under clause 3(xiv) of the Order are not applicable to the Company and, not commented upon.

14. According to the informa on and explana ons provided by the management, the Company has not entered into non-cash transac ons with directors or persons connected with him as referred to in Sec on 192 of the Act. Accordingly, paragraph 3(xv) of the Order is not applicable.

15. According to the informa on and explana on provided to us, the company is not required to be registered under sec on 45-IA of the Reserve Bank of India Act, 1934 and accordingly, the provision of clause 3(xvi) of the Order are not applicable to the Company.

For MAROTI & ASSOCIATES

Chartered Accountants Firm Registra on No. 322770E

Komal Jain

Partner

Membership No.:303583 UDIN:20303583AAAAAC2150

Place – New Delhi Date- 29.06.2020