Gujarat Investa Ltd Directors Report.

TO THE MEMBERS OF GUJARAT INVESTA LIMITED

Opinion

We have audited the accompanying financial statements of Gujarat Investa Limited ("the Company") which comprise the Balance Sheet as at 31st March, 2020, the Statement of Profit & Loss, Statement of Change of Equity and the Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information which we have signed under reference to this report.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (the Act) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015, as amended (IND AS) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2020, the Profit and Loss, Change in Equity and its Cash Flows for the year ended on that date.

Basis of Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, we do not provide separate opinion on these matters. We have determined that there are no key audit matters to communicate in our report.

Other Information – Board of Directors Report

The Companys Board of Directors is responsible for the preparation and presentation of its report [herein after called as "Boards Report"] which comprises various information required under section 134(3) of the Companies Act, 2013 but does not include the financial statements and our auditors report thereon.

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

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

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

Managements Responsibility for the Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013, with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance, change in equity and cash flows of the Company in accordance with the Ind As and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

The Board of Directors are responsible for overseeing the companys financial reporting process.

Auditors Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 misstatement when is exists. Misstatements can arise from fraud or error and are considered material if individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these

Financial Statements.

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

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

ii) Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstance. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate Internal financial controls system in place and the operating effectiveness of such control.

iii) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosure made by management.

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

v) Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures and whether the financial statements represent the underlying transaction and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Financial Statement that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatement in the Financial Statements. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

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

Report on other Legal and Regulatory Requirements

1. As required by section 143(3) of the Act, based on our audit we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion, proper Books of Account as required by law have been kept by the Company so far as appears from our examination of those books;

c. The Balance-Sheet, the Statement of Profit and Loss, Statement of Change of Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the Books of Account;

d. In our opinion, the aforesaid Financial Statements comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. On the basis of written representations received from the Directors as on March, 31,2020 and 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 Section 164 (2) of the Act.

f. With respect to the adequacy of internal financial controls over financial reporting of the Company and operating effectiveness of such controls, refer to our specific report in Annexure A. our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting

g. With respect to the other mattes to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended; In our opinion and to best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provision of section 197 of the Act.

h. With respect to other matters 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 information and according to the explanations given to us:

i. The Company does not have any such pending litigations which would impact its financial position.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. There has not been an occasion in case of the Company during the year under report to transfer any sums to Investor Education and Protection Fund. Therefore the question of delay in transferring such sums does not arise.

2. As required by the Companies (Auditors Report) Order 2020 (‘the Order) issued by the Central Government in term of section 143(11) of the Act, we give in Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the order.

For Tantiya & co.,
Chartered Accountants
Firm Registration No. 140806W,
(CA Ravindra Tantiya),
Proprietor
Ahmedabad, Membership No.: 119812
The 31st July, 2020 UDIN: 20119812AAAAIQ3558

Annexure Referred to in paragraph 2 of our Report for the year ended on 31st March, 2020 to the members of Gujarat Investa Limited

1. In respect of the Companys Property, Plant and Equipment:

a) (A) The Company has maintained proper records showing full particulars, including quantitative detail and situation of Property, Plant and Equipment.

(B) The Company has maintained proper records showing full particulars of intangible assets

b) According to the information and explanations given to us, Property, Plant and Equipment have been physically verified by the management at regular intervals during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of physical verification of Property, Plant and Equipment is reasonable.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

d) According to the information and explanations given to us, the company has not revalued its Property, Plant and Equipment or intangible assets.

e) According to the information and explanations given to us, there are no proceedings initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

2. According to the information and explanations given to us:

a) Physical verification of Inventory has been conducted at regular intervals during the year and no material discrepancies were noticed on such verification. In our opinion, the coverage and procedure of such verification by the management is appropriate.

b) The Company has not been sanctioned any working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets.

3. According to the information and explanations given to us, during the year, the Company has made investments in, provided any guarantee or security or granted loans or advances in nature of loans, secured or unsecured, to Companies, firms, Limited Liability Partnerships or any other parties. If so: According to the information and explanations given to us,

a) During the year the company has provided loans or provided advances in nature of loans, or stood guarantee or provided security to any other entity (Not applicable to the company, as Principal Business is to give loans).

4. In our opinion and according to information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, with respect to the loans and investments made.

5. The Company has not accepted any deposits from the public during the year, covered under the direction issued by the Reserve Bank of India and the provisions of Section 73 to 76 of the Companies Act, 2013 and Rules framed there under.

6. The maintenance of the cost records has not been prescribed by the Central Government under Section 148 (1) of the Companies Act, 2013, for the year under review.

7. (a) According to the information and explanations given to us and the records examined by us, the Company is regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Goods and Service Tax, Sales-Tax, Employees state insurance, Sales Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other statutory dues with the appropriate authorities except following Income Tax Demand pending fort a period of more than six months from the date they become payable

Name of the Statute Name of Dues Amount Period which amount relates Forum where the dispute is pending
Rs.
Income Tax Act, 1961 Demand 32247916 Assessment Year 2012-13 Appeal pending with CIT(A)
Income Tax Act, 1961 Demand 20814563 Assessment Year 2013-14 Appeal pending with CIT(A)

8. Based on the information given to us, there have been no transactions which have not been recorded in the books of account, but disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

9. Based on the information and explanations given to us:

(a) the Company has not defaulted in repayment of any dues to financial institutions and banks.

(b) the Company is not a declared willful defaulter by any bank or financial institution or other lender.

(c) the term loans obtained were used for the purpose for which the loans were obtained.

(d) the funds raised on short-term basis have not been utilized for long-term basis.

(e) the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

(f) the Company has not raised any loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

10. (a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year, and hence details related for the same are not applicable.

(b) The Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year, and hence section 42 and section 62 of the Companies Act, 2013 are not applicable.

11. (a) As per the information given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

(b) We, the auditors, have not filed any report under sub-section (12) of section 143 of the Companies Act in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) As per the information given to us, the Company has not received any whistle-blower complaints.

12. As the company is not a Nidhi Company, the provisions of clause 3(xii) of the Companies (Auditors Report) Order 2020 are not applicable to the Company.

13. According to the information and explanations given to us, transaction with the related parties are in compliance with Section 177 and 188 of the Companies Act, 2013 and details of same have been disclosed in the Financial Statement etc. as required by the applicable accounting standards.

14. a) According to the information given to us, the Company has internal audit system commensurate with the size and nature of its business. b) As statutory auditors of the company, we have considered the reports of the internal auditors for the period under audit.

15. According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him.

16. The Company is required to, and has been registered under Section 45-IA of the Reserve Bank Of India Act, 1934 as a NBFC Company.

17. Based on the information given to us, the Company has not incurred cash losses in this or immediately preceding financial year.

18. There has been no resignation of the Statutory Auditors during the year.

19. In our Opinion, on the basis of financial ratios, ageing and expected dates of realization of financial assets and payments of financial liabilities, other information accompanying the financial statements and our interaction with the Board of Directors and management, no material uncertainty exists as on the date of audit report that the Company will be incapable of meeting its liabilities existing as on 31st of March, 2020 as and when they fall due within a period of one year from the balance sheet date.

20. (a) In respect of other than ongoing projects, the second proviso to sub-section (5) of section 135 of the company Act, related to transferring unspent amount to a Fund specified in Schedule VII to the Companies Act within a period of six months of the expiry of the financial year, is not applicable to the Company.

(b) Second proviso of sub-section (6) of section 135 of Companies Act is not applicable to the Company.

For Tantiya & co.,
Chartered Accountants
Firm Registration No. 140806W,
(CA Ravindra Tantiya),
Proprietor
Ahmedabad, Membership No.: 119812
The 31st July, 2020 UDIN: 20119812AAAAIQ3558