D. N. JHAMB AND COMPANY “A Chartered Accountants

Reach us at:daihambondco@amall.com Mob: +91 98268-14580

06, Durga Complex, Near Agrasen Square, indore (M.P) 452001

Independent Auditor's Report on Audited standalone Quarterly Financial Results and Year to Date Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

INDEPENDENT AUDITOR’S REPORT

TO THE INTERIM RESOLUTION PROFESSIONAL OF GAJRA BEVEL GEARS LIMITED

Report on the audit of the Standalone Financial Results

Opinion

We have audited the accompanying standalone quarterly financial results of GAJRA BEVEL GEARS LIMITED (“the Company”) for the quarter ended 31 March 2020 and

the ‘ar to date results for the period from 01 April 2019 to 31 March 2020, attached

herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201

amended (“Listing Regulations”).

In our opinion and to the best of our information and according to the explanations given to us these standalone financial results:

i, are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and

ii. give @ true and fair view in conformity with the recognition and measurement principles laid down in the applicable accounting standards and other accounting principles generally accepted in India of the net loss and other

comprehensive income and other financial information for the quarter ended 31 March 2020 as well as the year to date results for the period from 01 April 2019 to 31 Mareh 2020,

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GAJRA BEVEL GEARS LIMITED LIMITED REVIEW REPORT

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified

under section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Results 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 together with the ethical requirements that are relevant to our auidit of the financial results under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have

obtained is sufficient and appropriate to provide a basis for our opinion

Emphasis of Matter Paragraph

Company has accumulated losses which has eroded the entire new worth of the Company and made the Company financially sick. Based on the audited financial statements as on 30.09.2008, the Company had filed a reference under section 15(I) of the SIC (SP) Act, 1985 with the BIFR and same is registered as case no. 27/2009 on 30.07.2009. The BIFR wide its order issued during the hearing held on 06.01.2010 declared the Company as SICK INDUSTRIAL COMPANY in terms of section 3(1)(o) of Sick Industrial Companies: (Special Provisions) Act, 1985. During the course of pendency of reference with BIFR, the management of Company has settled the loan accounts of State Bank of India, IFCI, IDBI, MPSIDC and MPAVN as well as made full and final payments as per the terms of OTS, OTS with Madhya Pradesh Financial Corporation’s term loan is still in process.

By notification no, 50 388(E) dated 25.11.2016, the SICA Repeal Act, 2003 has been notified w.e,f. 01.12.2016 and as per section 252 read with schedule VIII of the Insolvency and Bankruptcy Code, 2016. The reference filed with the BIFRV/ABIFR is abated and the Company may file a fresh reference before NCLT within 180 days from the date i.e., 31.05.2017, but the Company has stilt not filed any reference.

Company's fixed assets other than leasehold land & building, have been depreciated to their full value prior to the applicability of the Companies Act,

2013. Management is of the view that these assets do not hold any recoverable / salvage value, hence there is no need to write back the depreciation and

recognize assets at their salvage value, as required-under the Companies Act,

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GAJRA BEVEL GEARS LIMITED LIMITED REVIEW REPORT

5 As stated in Note 8 of the financial statements, Company’s debtors are classified under doubtful, as they are pending for a long time and are covered under the provisions of the Limitation Act, 1963. In our opinion 100% provision against the recovery of the same needs to be made in financial statements. However, as per information & explanation given to us by the management, since chances of recovery of such claims can not be denied, no such provision has been made in the financial statements.

© Event occurring after the reporting period:

A Corporate debtor of the Company, M/s. Abhimanyu Agro Private Limited has initiated proceedings against the Company under Insolvency & Bankrupt. Code, 2016, whereby the application has been accepted by the Adjudicating Authority. The Company is under the Corporate Insolvency Resolution Process (CCIRP’) under the provisions of the Insolvency & Bankruptcy Code, 2016 (‘the Code’) vide order dated 12.06.2020 passed by the National Company Law Tribunal (‘NCLT’) & Mr. Navin Khandelwal, having Insolvency Professional Registration No. IBBI/PA-O01/IP-P00703/2017-18/11301 has been appointed as Interim Resolution Professional.

Management's Responsibility for the Standalone Financial Results

Pursuant to events occurring after reporting period, the Company is under the CIRP under the provisions of the Insolvency & Bankruptey Code, 2016 (‘the Code’) vide order dated 12.06.2020 passed by the NCL. The powers of the Board of Directors stand suspended as per Section 17 of the Code and such powers are being exercised by the Interim Resolution Professional appointed by the NCL'T by the said order under the provisions of the Code. As per section 20 of the Code, the management & operations of the Company are being managed by the Interim Resolution Professional after the date of commencement of the CIRP. However, during the reporting period, the board was active and functioning. These quarterly financial results as well as the year to date standalone financial results have been prepared on the basis of the interim financial statements, The Company’s Management are responsible for the preparation of these financial results that give a true and fair view of the net loss and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, ‘Interim Financial Reporting” prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with-Regwlation 33 of the Listing

GAIRA BEVEL GEARS LIMITED LIMITED REVIEW REPORT

Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 standalone financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the standalone financial results, the management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

‘The management is also responsible for overseeing the Company’s financial reporting process.

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Auditor's Responsibil of the Standalone Financial Results

Our objectives are to obtain reasonable assurance about whether the standalone financial results as a whole are free from material misstatement, whether due to fraud of error, and to issue an auditor's 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

ct a material misstatement when it 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 standalone financial results,

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

* Identify and assess the risks of material misstatement of the standalone financial results, whether due to fraud or error, design and perform audit procedures responsive (0 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: mistepresentations, o the override of internal control & era

GAJRA BEVEL GEARS LIMITED LIMITED REVIEW REPORT

© Obtain an understanding of internal control relevant to the audit in order to design

audit procedures that are appropriate in the circumstances, but not for the purpose

of expressing an opinion on the effectiveness of the company’s internal control.

‘* Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

* Conclude on the appropriateness of the Board of Directors’ 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 Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial results 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 auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

‘© Evaluate the overall presentation, structure and content of the standalone financial results, including the disclosures, and whether the financial results represent the underlying transactions and events in a manner that achieves fair presentation

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,

For D. N. JHAMB AND COMPANY eo Chartered Accountants

sf Ne. Firm Registration No. 019675C

Place: Indore DEVKI NANDAN JHAMB Date: Jul, 31% 2020 Partner UDIN: 20079696AAAAEC2150 Membership No. 079696,

206, Navneet Plaza,

Navin Khandelwal Be Panna, Indore 452 018 FCA, DISA, IRP, Reg. Valuer

E-mail: navink25@ yahoo.com

GBGL/SE/IPR/NK/2020-21 31" July, 2020

Online filing at www. listing bseindia.com

To, The General Manager DCS-CRD BSE LIMITED Dalal Street, Fort MUMBAI — 400001

ip Code: 505711

Sub.; Submission of declaration as per Second proviso to the Regulation 333) of the SEBL

(LODR) Regulation, 2015 for the Annual Audited Financial Results for the year ended a

Mareh, 2020. ‘

Dear Sit/Ma’am,

We hereby submit the following declaration regarding unmodified Auditors Report on the

Audited Financial Results/Statements for the year 31" March,2020 as audited by the Auditors of

the Company DECLARATI

Pursuant to SEBI (Listing obligation and Disclosure Requirements) Regulations, 2015, and

ion No. SEBU/LAD-NRO/GN/2016-17/001 dated 25" May, 2016 and Circular

CMD/56/2016 dated 27" May, 2016 and Circular No.CIR/CFD/FAC/62/2016

dated 5” July, 2016 issued by the SEBL., undersigned do hereby declare that in the Audit Report

accompanying the Annual Audited Financial Statements of the Company for the financial year

ended on 31 March,2020, the Auditor has not expressed any Modified Opinion(s)’ Audit

Qualification(s)/ or other Reservation(s) and accordingly the statement on impact of audit

qualifications is not required to be given.

You are requested to please consider and take on record the same,

Thanking you,

Yours faithfully,

NAVIN KHANDELWAL IBBI/IPA-001/1P-P00703/2017-18/1 1301) Resolution Professional for Gajra Bevel Gears Ltd. Enel.: Auditors’ Report along with Audited Financial Result