Narmada Gelatines Ltd Directors Report.

To Hie MembersofNarmada GelaflnesUmited Opinion

We have audited the financial state me nts of Narnia da Gelatines Limited ("the Company"), which comprise of Balance Sheet a sat 31st March, 2020, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement ofCash Flowsfbrthe yearthen ended, and notesto the financial statements including a summary of significantaccounting policiesa nd otherexpla na tory in forma tion.

In ouropinion and to the bestofourinfbrmation and according to the explanationsgiven to us the aforesaid financialstatementsgive the information required by the Companies Act, 2013 (the Act) in the mannerso required and give a true and fairviewin conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2020, and its profits other comprehensive income, c ha ngesin equity and rise ash flowsfbrthe yearended on thatdate.

KeyAuditMatters

Key auditmattersare those mattersthat, in ourprofessionaljudgment, were ofmostsignificance in ourauditofthe financialstatementsof the currentperiod. We have determined thatthere are no keyauditmattersto communicate inourreport.

BasisforOpinion

We conducted ourauditinaccordance with the Standard son Auditing (SAs) specified underSection 143(10)ofthe Act. Ourresponsibilities underthose Standardsare furtherdescribed in the AuditorisResponsibilitiesforthe Auditofthe FinancialStatementssection ofourreport. We are independentofthe Company in accordance with the Code of Ethics issued by the Institute ofChartered Accountantsof India (ICAI) togetherwith the ethical requirementstha tare relevant to ourauditofthe financialstatementsunderthe provisionsofthe Actand the Rulesthereunder, and we have fulfilled ourotherethicalresponsibilitiesin accordance with these requirementsand the Code ofEthics We believe thatthe auditevidence we have obtained issufficientand appropriate to provide a basisforouropinion.

Em p ha sis o f Ma tte rs

Attention isdrawn to note no. 45 of the financial statements regarding managemenfscurrentassessmentof Companysassetsand lia b ilities in view of prevailing Covid-19pandemic and nationwide lockdown and conclusion based on such assessmentthatthe carrying va lue ofthe a ssetsa re recoverable and no uncertainfyexistson meeting the lia b ilities in the foreseeable future.

Ourreportisnotmodified in respectofthismatter.

Information Ofherfhan 1he Financial Slate me nts and Auditorsreportlhereon

The CompanysBoard ofDirectorsisresponsible forthe preparation ofotherinformation. The Otherinformation comprisesthe information included in the Boards Report including Annexuresto the Board report, butdoesnot include the financial statement and ourauditors report thereon.

Ouropinion on the financialstatementsdoesnotcoverthe otherinformation and we do notexpressany form ofassurance conclusion thereon.

In connection with ourauditofthe financial statements ourresponsibilify isto read the otherinformation and, in doing so, considerwhether the otherinformation ismaterially inconsistentwith the financialstatementsorourknowledge obtained during the course ofourauditor otherwise appearsto be materially misstated.

If, based on the work we have performed, we conclude thatthere isa materialmisstatementofthisotherinformation; we required to report thatfact. We have nothing toreportinthisregard.

Managementresponsibilifiesforlhe Financial Slate me nts

The CompanysBoard ofDirectorsisresponsible forthe mattersstated in Section 134(5) ofthe Actwith respeetto the preparation ofthese financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), changesin equity and cash flowsofthe Company in accordance with the accounting principlesgenerally accepted in India, including the Indian Accounting Standards specified underSection 133 ofthe Act. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisionsofthe Act for safeguarding ofthe assetsofthe Company and for preventing and detecting fraud sand otherirregularities selection and application ofa p prop riate accounting policies making judgments and estimatesthatare reasonable and prudent and design, implementation and maintenance ofadequate interna I financial controls thatwere operating effectively forensuring the accuracy and completenessofthe accounting records relevantto the preparation and presentation ofthe financialstatementsthatgive a true and fairviewand are free from material misstatement, whetherdue to fraud or error.

In preparing the financialstatements Board ofDirectorsisresponsible forassessing the Companysabilify to continue asa going concern, disclosing, asapplicable, matters related to going concern and using the going concern basisof accounting unlessmanagementeither intend sto liquidate the Com pa nyorto cease operations orhasno realistic alternative butto do so.

The Board ofDirectorsare also responsible foroverseeing the Com pa nysfinancia I reporting process

AuditorsResponsibilitiesforthe Auditofthe Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whetherdue to fraud orerror, and to issue an auditor"sreportthatincludesouropinion. Reasonable assurance isa high level ofassurance, but is not a guarantee thatan a uditconduc ted in accordance with SAswillalwaysdetecta mate rial misstatement when it exists Misstatementscan arise from fiaud orerrorand are considered mate rial if, individuallyorin the aggregate, they could reasonably be expected to influence the economic decisionsofuse retaken on the basisofthese financial statements

A spa rt of an audit in accordance with SAs we exercise professionaljudgmentand maintain professional skeptic ism throughout the audit. We also:

• Identify and assess the risks ofm ate rial misstatement of the financial state me nts whe the rdue to fraud ore rror, design and perform audit proceduresresponsive to those risks and obtain auditevidence that is sufficient and appropriate to provide a basisforour opinion. The risk of not detec ting a material misstatement resulting from fraud ishigherthan forone resulting from error, asfraud may involve collusion, forgery, intentional omissions misrepresentations orthe override of interna I control.

• Obtain an understanding of internal control relevant to the audit in order to design audit proced ures that are appropriate in the circumstances UnderSection 143(3)(i) ofthe Act, we are also responsible fbrexpressing ouropinion on whetherthe Company has adequate internaIflnanciaIcontrolssystem in place and the operating effectivenessofsuch controls

• Evaluate the appropriatenessofaccounting policiesused and the reasonablenessofaccounting estimatesand related disclosures made bythe management.

• Conclude on the appropriateness of Managements use ofthe going concern basis of accounting and, based on the audit evidence obtained, whethera material uncertainly exists related to eventsorconditionsthat may castsignificantdoubton the entitysabilify to continue a sa going concern. Ifwe conclude that a mate rial uncertainly exists we are required to draw attention in ourauditorisreportto the related disclosuresin the financialstatementsor, ifsuch disclosuresare inadequate, to modify ouropinion. Our conclusions are based on the auditevidence obtained up to the date of ourauditoris report. However, future events or conditionsmaycause the Company to cease to continue a sa going concern.

• Evaluate the overall presentation, structure and content ofthe financial statements including the disclosures and whetherthe financialstatementsrepresentthe underlying transactionsand eventsina mannerthatachievesfairpresentation.

Materiality is the magnitude of misstatements in the financial statements that individually or in aggregate makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative fa ctorsin (0 planning the scope ofourauditworkand in evaluating the resultsofourworkand (ii) to evaluate the effectofany identified misstatementsin the financialstatements

We communicate with those charged with governance regarding, among othermatters the planned scope and timing ofthe auditand significantauditfindings including anysignificantdeficienciesin intemalcontrolthatwe identify during ouraudit.

We also provide those charged with governance with a statementthatwe have complied with relevantethical requirementsregarding independence, and to communicate with them all relationships and other matters thatmay reasonably be thought to bear on our independence, and where applicable, related safeguards

ReportonOfherlegaland Regulatory Requirements

Pursuant to the Companies (Auditors Report) Order, 2016 ("the Order"), issued bythe Centra I Government of India in termsofsub-section (11) of Section 143 ofthe Act, we give in the Annexure "A "a statement on the mattersspecified in para graphs 3 and 4 ofthe Order, to the extentapplicable.

Asrequired bySection 143(3)ofthe Act, we reportthat:

(a) We have soughtand obtained a lithe information and explanationswhich to the bestofourknowledge and beliefwere necessary for the purposesofouraudit.

(b) In ouropinion, properbooksofaccountasrequired bylawhave been kept by the Companysofarasitappearsfrom ourexamination ofthose booksand records

(c) The Balance sheet, the StatementofProfit& Loss (including othercomprehensive income), StatementofChangesin Equity and the StaternentofCash Flowsdealtwith bythisReportare in agreementwith the booksofaccount.

(d) In ouropinion, the aforesaid financialstatementscomply with the Accounting Standardsspecified underSection 133ofthe Act, read with Rule 7ofthe Companies(Account)Rules 2014.

(e) On the basisofthe written representations received from the directorsason 31st March, 2020 taken on recordsby the Board of Directors none ofthe directors is disqualified ason 31st March, 2020from being appointed asa Directorin termsofSection 164(2)of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting ofthe Company and the operating effectivenessofsuch controls re ferto ourseparate Re port in Annexure "B".

(g) With respect to the othermattersto be included in the AuditorisReportin accordance with the require mentsofSection 197(16) ofthe Act,asamended:

In ouropinion and to the best of our information and according to the explanationsgiven to us the remuneration paid bythe Company to itsdirectorsduring the yea risin accordance with the provisionsofSection 197 ofthe Act.

(h) With respectto the othermattersto be included in the Auditorsreportin accordance with the Rule 11 ofthe Companies(Auditand Auditors)Rules, 2014, in ouropinionand to the bestofourinformation and according to the explanationsgiven to us

i. The Companydoesnothave any pending litigationswhich would im pa ctitsfinancia I position. ReferNote No.-35 to the financial statements

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

iii. There hasbeen a delayofforty daysin transferring unpaid dividend ofRs 2,20,639, the required amountto be transferred, to the InvestorEducation and Protection Fund bythe Companyand asexplained bythe managementthe delaywasunintentional.

"ANN EX UREA"

ANNEXURE REFERRED TO IN PARAGRAPH "REPORTON OTHER LEG ALAND REGULATORY REQUIREMENTS" OF OUR REPO RTTO THE MEMBERS0 F "NA RMA DA G ELAT1N ES UMITED" FO RTHE YEA R EN DED 31STMA RC H, 2020

On the basisofsuch checksaswe considered appropriate and according to the information and explanationsgiven to usduring the

course ofouraudit, we state that

1. a) The Company hasmaintained properrecordsshowing foil particulars including quantitative detailsand situation of properly,

plantand equipment(fixed assets).

b) Asexplained to us the Company ha sa phased program forphysica I verification of property, plantand equipmentovera period offeree years In ouropinion, fee frequency of verification isreasonable, considering the size ofthe Companyand nature ofits property, plantand equipment. Pursuantto fee program ofthe physic a I verification ofproperty, plantand equipment, physical verification ofthe a ssetshasbeen carried outduring fee yea rand no materialdiscrepancieswere noticed on such verification.

c) Based on fee information and explanationsgiven to usand on fee basisofourexamination ofthe recordsoffee Company, fee title deedsofimmovable propertiesare held in the name ofthe Company.

2. The Inventory has been physically verified by fee management during the year. In ouropinion, fee frequency of verification is reasonable. The discrepancies noticed on verification between fee physical stocksand records we re not materia I in relation to fee operationsofthe companyand the same hasbeen properiydealtwifein fee booksofaccounts

3. The Company hasnotgranted any loans secured orunsecured to partiescovered in fee registermaintained underSection 189of fee Act. Accordingly, fee provisionsofclause 3(iii) ofthe Ord era re notap plica ble to the Company.

4. The Company hasnotgranted any loans made investments provided guaranteesand security during the year. Accordingly, the provisionsofclause 3(iv) ofthe Ord era re notap plica ble to the Company.

5. In ouropinion and according to fee information and explanationsgiven to us no depositshave been accepted bythe Company within fee meaning ofdirectivesissued by RBI (Reserve Bank of India) and Sections73to 76orany otherrelevantprovisionsofthe Act and rulesframed there under.

6 According to fee information and explanationsgiven to us the C entra IG ove mm ent ha snot prescribed maintenance of cost records underclause (d)ofsub-section (1)ofSection 148offee Act. Accordingly, the provisionsofclause 3(vQ ofthe Ord era re notapplicable to the Company.

7. a) According to fee information and explanationsgiven to usand on fee basisofourexamination ofthe records the Company is generally regularin depositing undisputed statutory duesincluding provident fund, employees! state insurance, income-tax, goodsand service tax, duty ofcustoms and otherstatutory duesapplicable to the Company wife appropriate authorities No undisputed amounts in respectoffee aforesaid statutory dueswere outstanding asatfoe lastday ofthe financialyearfora period ofmore than six monfesffom fee date they became payable.

b) According to the information and explanationsgiven to usand on the basisofourexamination ofthe recordsofthe Company, the disputed dueson a ccountof Income tax, Excise duty, Good sand Service tax, and Salestax which have not been deposited a sat 31 st March, 2020isasunder

Name ofthe Statute Nature ofDues Period to which itrelates Amount (Rs in Lacs) Forum atwhich itispending
The Income TaxAct, 1961 Income Tax 2013-14 5.50 CommissionerAppeals
The Income TaxAct, 1961 Income Tax 2016-17 6.85 CommissionerAppeals
The Centra I Excise Act, 1944 Excise duty 2000-03 240.88 HighCourt, Jabalpur
The CentralSalesTaxAct1956 SalesTax 2004-05 1.32 Appellate Tribuna I, Bhopal
The CentralSalesTaxAct1956 SalesTax 2005-06 8.72 Appellate Tribuna I, Bhopal
Madhya PradeshVatact2002 Vat 2009-10 5.48 Appellate Tribuna I, Bhopal
Madhya PradeshVatact2002 Vat 2012-13 3.76 Deputy Commissioner
MPLand Revenue Code 1959 Land Revenue Tax 2017-18 25.97 Commissioner, Jabalpur

a The Company ha snotdefaulted in repaymentofborrowingsfrom a bank during the year. The Company ha snotta ken any loansand

borrowingsfrom any financial institution orG ovemmentnorha sit issued anydebenturesduring the year.

9. Based on the information and explanationsgiven to usby the management, the Company ha snot raised any money by way of term loan orinitiaIpublie offerorfurtherpublic offer(including debtinstrument)during the year.

10. During the course of ourexamination ofthe booksand recordsofthe Company, carried out in accordance with the generally accepted auditing practicesin India and according to the information and explanationsgiven to us we have neithercome across any instance offraud by oron the Company by itsofficersoremployees noticed orreported during the year, norhave we been informed ofsuchcase bythe management.

11. According to the information and explanationsgiven to usand based on examination of records of the Company, managerial remuneration has been paid or provided forduring the year is in accordance with the requisite approvals mandated by the provisionsofSection 197read with Schedule V to the Act.

12. In ourop inion and according to the information and explanationsgiven to us the Company is not a N id hi Company. Therefore, the provisionsofclause 3(xii) ofthe Ord era re notapplicable to the Company.

13. In ouropinion and according to the information and explanationsgiven to us the Company isin compliance with Section 177and 188ofthe Actwhere applicable, foralltransactionswith the related partiesand the detailsofrelated parly transactionshave been disclosed in the standalone financialstatementsasrequired bythe applicable accounting standards (ReferNote 36ofthe financial statements)

14. During the year, the Company ha snotmade any prefe re ntia I allotment orprivate placementofsharesorfolly orpartially convertible debentures Therefore, the provisionsofclause 3(xiv)ofthe Orderare notapplicable to the Company.

15. Based on the information and explanationsgiven to us the Company hasnotentered into any non-cash transactionsprescribed underSection 192ofthe Actwith directorsorpersonsconnected with them during the year.

16. The Company isnotrequired to be registered underSection 45-IA ofthe Reserve Bankoflndia Act, 1934.

"ANNEXUREB"

ANNEXURE REFERRED TO IN PARAGRAPH "REPORTON OTHER LEGALAND REGULATORY REQUIREMENTS" OF OUR REPORTTO THE MEMBERS OF "NARMADA G ELA TINES UMnED"FOR1HE YEAR ENDED 31STMARCH, 2020

Reportonfhe IntemalFinancialConlrolsunderClause (i)ofSub-seclion 3ofSec1ion 143oflhe Companies Act 2013 ("the Act)

We have audited the intemalfinancialcontrolsoverfinancialreporting ofNarmada Gelatines Limited ("the Company") asof31st March, 2020in conjunction with ourauditofthe FinancialStatementsofthe Companyforthe yearended on thatdate.

Managements Responsibility for Interna I Financial Controls

The Companysmanagement is responsible forestablishing and maintaining intemalfinancialcontrolsbased on the interna I control over financial reporting criteria established bythe Company considering the essentialcomponentsofintemalcontrolstated in the Guidance Note on A uditof Interna I Financial ControlsoverFinancia I Re porting issued bythe Institute ofChartered Accountantsoflndia ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively fore nsuring the orderly and efflcientconductofitsbusiness, including adherence to companyspolicies the safeguarding of its assets the prevention and detection offfaudsand errors the accuracy and completenessof the accounting records and the timely preparation of re liable financial information, asrequired underthe Act.

Auditors Responsibility

Our responsibility is to expressan opinion on the Companysintemal financial controlsoverfinancial reporting based on ouraudit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "G uidance Note") and the Standardson Auditing issued by ICAI and deemed to be prescribed underSection 143(10) ofthe Act, to the extentapplicable to an a uditof internal financial controls both applicable to anauditoflntemalFinancialControlsand, both issued bythe ICAI. Those Standard sand the G uidance Note require thatwe comply with ethicalrequirementsand plan and perform the audit to obtain reasonable assurance aboutwhetheradequate intemalfinancialcontrolsoverfinancialreporting wasestablished and maintained and if such controlsope rated effectively in a II mate rial respects

Ouraudit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial re porting and the irop era ting effectiveness Ourauditofintemalfinancialcontrolsoverfinancialreporting included obtaining an understanding of internal financial controlsoverfinancial reporting, assessing the riskthata material weakness exists and testing and evaluating the design and operating effectivenessof interna I control based on the assessed risk. The p raced uresselected depend on the auditorsjudgment, including the assessmentofthe risksof ma te ria I misstate me ntofthe financial statements whetherdue to fraud orerror. We believe thatthe audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companysintemalfinancialcontrolssystem overfinancia I re porting.

Meaning oflntemal Financial ConfrolsOverFinanciaI Reporting

A companys internal financial control overfinancial reporting isa process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of fina nc ia I state me ntsforextema I purposes in accordance with generally accepted accounting principles A companysintemal financial control overfinancial reporting includesthose policiesand proceduresthat (1) pertain to the maintenance ofrecordsthat, in reasonable detail, accurately and fairly re fleet the transactionsand dispositionsof the assets ofthe company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with genera llyaccepted accounting principles and thatreceiptsand expend ituresofthe companyare being made only in accordance with authorisationsof managementand directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, ordisposition ofthe companys assets that could have a material effect on the financial statements and (4) also provide reasonable assurance bythe interna I auditors through theirintemalaudit re p o rtsg ive n to the o rg a nisa tio n fro m tim e to tim e.

InherentLimifafionsof Interna I Financial ConfrolsOverFinancia I Reporting

Because ofthe inherent limitations of internal financial controlsoverfinancial reporting, including the possibility of collusion or improper managementoverride ofcontrols material misstatements due to errororfraud may occurand notbe detected. Also, projectionsofany eva luation ofthe intemalfinancialcontrolsoverfinancialreporting to future periodsare subjeetto the risk thatthe intemalfinancialcontrol overfinancia I re porting may become inadequate because ofc ha ngesin conditions orthatthe degree ofcompliance with the policiesor proceduresmay deteriorate.

Opinion

In ourop inion, the Company has broadly, in all material respects an adequate internal financial contra Is system overfinancial reporting and such intemalfinancialcontrolsoverfinancialreporting were operating effective Iyasat31st March, 2020, based on the interna I control overfinancial reporting criteria established by the Company considering the essential components of internal control stated in the G uidance Note on AuditoflntemalFinancialControlsOverFinancialReporting issued bythe Institute ofChartered Accountantsoflndia.

ForLODHA &C0.
Chartered Accountants
Firm Registration No: 301051E
A. M. Hariharan
Partner
Membership No.038323
UDIN: 20038323A A A A B17366

Mumbai 29th June, 202C