Nath Biogene India Ltd. — Annual Report 2021

Jun 24, 2021

24th June 2021

The Manager-Listing BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001

The Manager-Listing National Stock Exchange of India Ltd., Exchange Plaza, Bandra-Kurla Complex Bandra (E) Mumbai-400051

BSE Code-537291

NSE Code-NATHBIOGEN

• Sub Outcome of Board Meeting.
• Ref Regulation 30 and Regulation 33 and Regulation 42 of SEBI (Listing Obligations and Disclosure Requirements).

We inform you that the Board of Directors of the Company, at its Meeting held today i.e. on 24th June 2021, has approved the following.

Pursuant to above-referred regulations, we enclose the following documents.

• 1. Statement of Financial Results, (Standalone) for the quarter and financial year ended 31st March, 2021. (Annexure-I)
• 1. Independent Auditors Report of the Statutory Auditors on the aforesaid Financial Results.(Annexure-II)
• 1. Declaration with respect to unmodified opinion to the Audited Financial Results for the financial year end 31st March 2021. (Annexure-III).
• 1. Approved the Notice of Annual General Meeting for the year 2020-21.
• 1. Approved Directors Report as on 31st March 2021.
• 1. Approved and Fix the date of Annual General Meeting of the Company to be held on Friday 27th August 2021 at 11.00 am through video conference/other audio visual means Accordance with the applicable circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India. The procedure for participation in the Annual General Meeting will be intimated separately
• 1. Approved the closure of the Register of Members of the Company from 22nd August 2021 to 27th August 2021 (both days inclusive for the purpose of AGM).

Nath House, Nath Road, Aurangabad - 431005 (MS) Tel: 0240-2376314/5/6/7 Email: info@nathseeds.com www.nathbiogenes.com

■ 1, Chateau Windsor, 86 Veer Nariman Road, Mumbai - 400020 (MS) Tel: 022-22871001, 22875653/4/5

1. Adoption of Dividend Distribution Policy with effect from 01st April 2021.(Annexure-IV)

2. Formation of Risk Management Committee with effect from 01st April 2021.(Annexure-V)

3. Dividend.

In continuance to our intimations dated June 16th 2021, after due deliberation the Board of Directors has recommended dividend for financial year 2020-21 of Rs. 2/-(i.e. 20%) per equity shares of the nominal value of Rs. 10.00 per share fully paid up, subject to approval of shareholders in upcoming Annual General Meeting of the Company.

1. Buyback.

The Board further decided, that in order to reward the shareholders, the Company will consider various capital restructuring means including Bonus issue, Buyback or other measures subject to the approval of Lending Institutions. Once such approvals are in place, The Board will consider such measure again in subsequent meetings with due intimations to the Stock Exchanges.

The Meeting Commenced on 02:00 p.m. and Concluded on 04:15 p.m.

You are requested to take the above information on record.

Thanking You

Yours faithfully, For Nath Bio-Genes (India) Limited,

Devinder Khurana Chief Financial Officer

Nath House, Nath Road, Aurangabad - 431005 (MS) Tel: 0240-2376314/5/6/7 Email: info@nathseeds.com www.nathbiogenes.com

■ 1, Chateau Windsor, 86 Veer Nariman Road, Mumbai - 400020 (MS) Tel : 022-22871001, 22875653/4/5

NATH SEEDS
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STATEMENT OF STANDALONE AUDITED RESULTS FOR THE OUARTER AND YEAR ENDED 31/03/2021 Rs in Lacs Quarter Ended Year Ended 31/03/2020 31/03/2021 31/12/2020 Particulars 31/03/2021 31/03/2020 Audited Unaudited Audited Audited Audited Income (a) Revenue from operations 5501.57 3603.08 6014,93 30756.11 27989.05 (b) Other Operating Income $(10.54)$ 92.79 48,76 166,95 182.25 Total Income 5491.03 3695.86 6063.69 30923.06 28171.30 II Expenses a) Cost of Material Consumed 4557.83 2620,35 5727.49 14890,00 16714.88 b) Purchase of Stock-in-Trade 356.97 73.36 334.83 895,50 734.82 c) Changes in Inventory of Finished Goods & Work in Progress $(2515.56)$ $(1553.65)$ $(2978.48)$ $(2176.20)$ $(4824.61)$ d) Employee Benefit Expense 967.91 493.97 621.70 2368.86 1873.72 e) Finance Costs 273,07 209.91 169.47 881.94 654.60 f) Depreciation & Amortisation Expenses 35.01 145.26 80.53 67.24 281.59 9) Selling & Distribution Expenses 532.89 716.54 1144.39 5839,10 5948.29 h) Admin & R&D Expenditure 487.94 614.16 492.04 2267.16 2073.50 Total Expenses 4741.57 3241.88 5546.45 25247.95 23320.45 [|| Profit before Exceptional Items & Tax (f - II) 749.46 453.98 517.24 5675.11 4850.85 IV Exceptional Items Income/(Expenses) $0.00$ $0.00$ $0.00$ $0.00$ $0.00$ V Profit Before Tax (III+IV) 749.46 453.98 517.24 5675.11 4850.85 VI Tax Expense (a) Current Tax $(73.78)$ 29,24 $(26.53)$ $0.00$ 16.06 (b) Earlier Year Tax 39.58 $0.00$ $(222.43)$ 39.58 $(216.65)$ 69,37 $0,00$ $3,03$ 69,37 (c) Deferred Tax $3.03$ VII Net Profit for the period (V-VI) 714.29 424.74 763.17 5566.16 5048.40 VIII Other Comprehensive Income 1. (a) Items that will not be reclassified to Profit or Loss $0,00$ $0.00$ 44.75 $0,00$ 44.75 (b) Income tax relating to items that will not be reclassified to Profit or Loss $0.00$ $0.00$ $0.00$ $0.00$ $0.00$ 2. (a) Items that will be reclassified to Profit or $0.00$ Loss $0,00$ $0.00$ $0.00$ $0.00$ (b) Income tax relating to items that will be reclassified to Profit or Loss $0,00$ $0.00$ $0,00$ $0,00$ $0,00$ Total other Comprehensive Income $0.00$ $0.00$ 44.75 $0.00$ 44.75 IX Total Comprehensive Income for the period (VII +VIII) 714.29 424.74 718.42 5566.16 5003.65 Paid Up Equity Share Capital $\boldsymbol{\mathsf{x}}$ (Face Value Rs, 10/- each) 1900.40 1900.40 1900.40 1900.40 1900.40 Reserves (excluding Revaluation XI Reserves) as per balance sheet of previous 53861.32 59427.48 58713.19 59427.48 53861.32 XII Earning per share (of Rs 10/- each) (not annualised)Basic & Diluted

NOTES:

(1) The financial results were reviewed by the Audit Committee in meeting held on 22 June 2021 and were thereafter approved by the Board of Directors at its meeting held on 24 June 2021.

2.23

3.78

29.29

26.33

3.76

(2) The company is dealing in one major product segment, i.e. Seed Cultivation.

(3) The figures for the Quarter ending 31.03.2021 are the balancing figures between the audited figures of the full financial year and the year to date figures up to the third quarter

(4) The figures have been regrouped/rearranged where ever necessary

		FOR NATH BIO-GENES (INDIA) LTD
Place : Aurangabad	Genes (Ing)
Date: 24 June 2021		Satish KagliwalMANAGING DIRECTOR
		DIN 00119601
	Regd. Office : Nath House, Nath Road, Atlangehad - 431005 (VS)www.nathbiogenes.com

	Nath Bio-Genes (India) Limited
Standalone Statement of Assets and Liabilities
			Rs. In Lacs
	Particulares	As at Year end31.03.2021	As at Year end31.03.2020
		(Audited)	(Audited)
A	ASSETS
	(1) Non Current Assets
	a) Property, Plant & Equipment	23330.69	23086.32
	b) Capital Work in Progress	0.00	0.00
	c) Other Intangible Assets	1361.88	1516.50
	d) Intangible Assets under Development	0.00	0.00
	e) Financial Assets
	(i) Investments	504.78	499.75
	(ii) Loans	23.50	22.08
	(iii) Others	0.00	0.00
	f) Deferred Tax Assets (Net)	0.00	69.37
	g) Other Non Current Assets	1340.87	567.22
	Total Non Current Assets	26561.72	25761.25
	(2) Current Assets
	a) Inventories	22629.99	20430.81
	b) Financial Assets
	(i) Investments	0.00	0.00
	(ii) Trade Receivables	10939.27	10700.28
	(iii) Cash and Cash Equivalents	2921.61	2197.99
	(iv) Bank balance other than (iii) above	0.00	0.00
	$(v)$ Loans	15536.05	13460.81
	c) Current Tax Assets (Net)	277.64	277.64
	d) Other Current Assets	84.71	165.80
	Total Current Assets	52389.27	47233.32
	TOTAL ASSETS	78950.99	72994.57
в	EQUITIES AND LIABILITIES
	1. Shareholders' Fund	1900.40	1900.40
	a) Share capital	59427.48	53861.32
	b) Reserves and Surplus	0.00	0.00
	c) Money received against share warrants		55761.72
	Sub-total - Shareholders' Fund	61327.88
	2. Share application money pending for allotment	0.00	0.00
	3. Minotiries Interest	0.00	0.00
	4 Non-current liabilities
	a) Long Term Borrowings	65.28	29.96
	b) Deferred Tax Liabilities	0.00	0.00
	c) Other Long Term Liabilities	0.00	0.00
	d) Long Term Provisions	257.46	240.90
	Sub-total - Non-current liabilities	322.74	270.86
	5. Current Liabilities
	a) Short Term Borrowings	9437.18	6950.50
	b) Trade Payables	4523.28	6820.57
	c) Other Current Liabilities	3037.46	2852.38
	d) Short Term Provisions	49.34	94.62
	e) Current Tax Liabilities	253.11	243.92
		17300.37	16962.00
	TOTAL - EQUITY AND LIABILITIES		72994.57
	78950.990.00$\left(\frac{e^{x}}{x}\right)^{1/2}$ FOR NATH BIO-GENES (INDIA) LTDSALA Aurangee
		Satish Kagliwal
	Place: Aurangabad	MANAGING DIRECTOR
	Date: 24 June 2021	DIN 00119601

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Nath Bio-Genes (India) Limited
	Cash Flow Statement for the Year Ended 31.03.2021
Particulars	Year ended31.03.2021(Audited)	Year ended31.03.2020(Audited)
A) CASH FLOW FROM OPERATING ACTIVITIES
Nett Profit before Tax & Extra Ordinary items	5,675.11	4,850.85
Adjustment for :
Depreciation	281.59	145.26
Provision for Gratutity	$-11,70$	80.71
Provision for Compensated Absences	$-17.02$	28.97
Interest Paid / Financial Charges	881.93	654.60
Provisoin (Reversal of Provision) for Bad Debts	$-33.67$	$-32.77$
Profit on sale of Fixed Assets	$-1.79$	$-12.83$
Loss on Sale of Fixed Assets	1.38	10.14
Expenses under Other Comprehensive Income	0.00	$-44.75$
Interest Income	$-121.37$	$-130.19$
Operating Profit before working capital changes	6,654.46	5,549.99
Adjustment for:
(Increase) / Decrease in Trade Receivables	$-205.81$	135.48
(Increase) / Decrease in Inventories	$-2,199.18$	$-4,895.19$
(Increase) / Decrease in Loans & Advances	$-2,076.67$	$-1,595.82$
(Increase) / Decrease in Other Current Assets	81.08	32.92
Increase / (Decrease)) in Trade Payable	$-2,297.29$	1,800.44
Increase / (Decrease) in other current liabilities	185.08	72,04
	$-6,512.79$	$-4,450.13$
Cash Generated from operation before Tax & Extra Ordinary item	141.67	1,099.86
Income tax Paid	$-30.38$	$-151,95$
Net Cash Flow from Operating Activities - (A)	111.29	947.91
B) CASH FLOW FROM INVESTING ACTIVITIES
Sale of fixed assets	15.28	46.45
Purchase of Fixed Assets (Tangible)	$-381.04$	$-423.77$
Purchase of Fixed Assets (In Tangible)	$-5.16$	$-1,196.57$
Interest Received	121.36	130.19
Payment for Cash Asset purchase	$-773.64$	0.001
Purchase of Non Current Investment	$-5.02$	$-0.02$
Net Cash Flow from Investing Activities - (B)	$-1,028.22$	$-1,443.72$
C) CASH FLOW FROM FINANCING ACTIVITIES
Interest Paid / Financial Charges	$-881.93$	$-654.60$
(Increase) / Decrease in Long Term Assets		0.00
Increase / (Decrease) in Long Term Borrowings	35.33	$-20.50$
Increase / (Decrease) in Long Term Provisions	0.00	0.00
Increase / (Decrease) in Short Term Borrowings	2,371.55	1,134.85
Increase / (Decrease) in Short Term Unsecured Loans	115.13	96.59
Nett Cash Flow From Financing Activities - (C)	1,640.08	556.34
Nett increase/Decrease in cash & cash equivalent (A+B+C)	723.15	60.53
Opening Cash and Cash Equivalent	2,198.46	2,137,93
CLOSING CASH & CASH EQUIVALENT	2,921.61	2,198.46
SEC9FOR Y AIRPORTSď٥	FOR NATH BIO-GENES (INDIA) LTDĠ¥Satish Kagliwal
Place: Aurangabad	MANAGING DIRECTOR
Date: 24 June 2021	DIN 00119601

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ASHOK R. MAJETHIA BCom. F.C.A CHARTERED ACCOUNTANT

Ashok R. Maiethia & Co. Chartered Accountants Utsav Complex. Office No. 7, Bazar Peth, Dist. Raigad, Khopoli - 410 203 Tel:- (02192) 269908 Mobile :- 9404711539 / 9372169952 Email :- ashokmajethia@redifmail.com

Independent Auditors' Report

To. The Members of Nath Bio-genes (I) Limited Aurangabad

Report on the Audit of the Standalone Financial Statements

Opinion

• 1. We have audited the accompanying standalone financial statements of Nath Bio-genes (I) Limited having CIN: L01110MH1993PLC072842 ("the Company"), which comprise the Standalone Balance Sheet as at 31st March 2021, the Standalone Statement of Profit and Loss (including other comprehensive income), Standalone Statement of Cash Flows and Standalone Statement of Changes in Equity for the year then ended, and notes to the Standalone financial statements, including a summary of significant accounting policies and other explanatory information.
• 1. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS") and the other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2021 and its profit (financial performance including other comprehensive income), the changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

1. We conducted our audit in accordance with Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Standalone 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 ethical requirements that are relevant to our audit of the Standalone financial statements under the provisions of the Act and the rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Key Audit Matters

1. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current year. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matters	Audit Procedures
Effect of Covid-19
It is the responsibility of the management to make appropriateadjustments to the financial statements and ensure necessarydisclosures specifically the impact on business due to Covid-19,subsequent risks and uncertainties, and conditions that mayimpact future operating results, cash flows and financial positionof the entity. We are informed by the management thatconsidering the present scale of operations, seasonal product,demand in the ensuing future, the management does not perceiveany risk in ensuing operations, liquidity and capital resources. Wefind sufficient and appropriate evidences of such managementperception on record.It is also concluded by the management that no adjustments arerequired in the financial statements as the company's operationshave largely remained unimpacted during the year. Although thesituation of COVID-19 is still persisting, and the variouspreventive measures taken (such as lockdown restrictions byvarious State Government, travel restrictions etc.) are still inforce, it is expected that these restrictions will be lifted soon. Dueto these circumstances, the management's assessment of theimpact on the subsequent period is dependent upon thecircumstances as they evolve; and consequently, we are unable toexpress our opinion as to how the future prospect of the companywill be impacted.	The audit procedures included but were notlimited to:- Obtaining a detailed understanding of futurebusiness climate and demand potential.Existing processes and controls of theManagement.- Minutes of the Audit Committee/ Board anddiscussions with the appropriate Managementpersonnel.- Possible outcomes and the reasonableness ofthe estimates.- Involvement of expert for technical guidanceand evaluation of the assessments of theManagement.Evaluating appropriateness of adequatedisclosures in accordance with the applicableaccounting standards.
Agricultural Activities
The company is engaged in the production and processing ofcommercial and vegetable seeds at various pieces of lands takenon lease from various growers/farmers spread over throughoutIndia. The company enters into seed production agreements withthese farmers / growers. The company is compensating thefarmers/growers for various cultivation expenses based upon therate agreement entered in to. Thus, the company is engaged inthe growing of various kinds of seeds based on the programschalked out by the management depending on the area, climaticconditions, soil conditions, water resources, education of farmers,processing facilities etc.	We have performed the following principalaudit procedures in relation to AgriculturalActivities:-Evaluation and understanding of Seed$\frac{1}{2}$production agreements.Verificationandevaluation$\blacksquare$οfthedocuments for existence of formers/growerson sample basis of the seeds.Verification and evaluation of documents$\overline{\phantom{0}}$on sample basis for the existence ofleasehold land.Evaluation of the control / supervision overthe crop.Evaluating the appropriateness of theadequate disclosures in accordance with theapplicable accounting standards.
Valuation of Biological assets:
The value of Biological assets is measured at fair value less costs tosell. The fair value is determined based on the growth potential ofindividual standing crops. The growth potential varies dependingon the geographic location and varieties of crops. The valuationrequires estimates of growth, harvest, sales price and costs.In order to minimize the risk of vagaries of nature and otherhazards, the company has entered in to production agreementwith various growers to compensate them as per the rates interms of the agreement.Due to the level of judgment involved in the valuation ofbiological assets and significance of biological assets to be	We have performed the following principalaudit procedures in relation to biological assets:-- We have tested management's controls andeffectiveness of systems in place for thevaluation of the biological assets.- We have assessed the key assumptionscontained within the fair value calculationsincluding sales price assumptions and growthassumptions.- We have performed the analytical review ofthe results of valuation to highlight thoseareas which warrant further audit procedures.Companison of actual production costs with

OPO)

Company's financial position, this is considered to be a key audit	provisions made towards standing crops.
matter
Adoption of Ind AS 116 Leases
As described in Note 2(AA) to the standalone financial	Our audit procedures on adoption of Ind AS 116
statements, the Company has adopted Ind AS 116 Leases (Ind AS	include:
116) in the current year.	- Assessed and tested new processes and
	controls in respect of the lease accounting
Ind AS 116 introduces a new lease accounting model, wherein	standard (Ind AS 116);
lessees are required to recognize a right-of-use (ROU) asset and a	- Assessed the company's evaluationon
lease liability arising from a lease on the balance sheet. The lease	identification of leases basedtheon
liabilities are initially measured by discounting future lease	contractual agreements and our knowledge of
payments during the lease term as per the contract/arrangement.	the business:
Adoption of the standard involves significant judgments and	- Assessed the key terms and conditions of each
estimates including, determination of the discount rates and the	lease with the under lying lease contracts and
lease term. Additionally, the standard mandates detailed	evaluation of the lease liability.
disclosures in respect of transition.	- Assessed and tested the presentation and
	disclosures relating to Ind AS 116.

Information other than the Standalone Financial Statements and Auditor's Report thereon

1. The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the annual report but does not include the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information 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 other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Management's Responsibility for the Standalone Financial Statements

• 1. The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under section 133 of the Act. 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 financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
• 1. In preparing the financial statements, 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
• 1. The Board of Directors is also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

• 1. 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 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 Standards on Auditing will always detect 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 financial statements.
• 1. As part of an audit in accordance with Standard on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
  • a. Identify and assess the risks of material misstatement of the standalone 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.
  • Obtain an understanding of internal financial controls relevant to the audit in order to design audit b. procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company and its subsidiary companies which are companies incorporated in India, has adequate internal financial controls system in place and the operating effectiveness of such controls.
  • $\mathcal{C}$ . Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • d. Conclude on the appropriateness of management's 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 ability of the Company 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 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 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 statements, e. including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• 1. 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.
• 1. 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.
• 1. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's 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 the Companies (Auditor's Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. As required by Section 143(3) of the Act, 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 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 examination of those books.
  • (c) The Balance Sheet, the Statement of Profit and Loss, 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 standalone financial statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
  • (e) On the basis of the written representations received from the directors as on 31st March, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2021 from being appointed as a director in terms of Section 164 (2) of the Act.
  • (f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".
  • (g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the 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 provisions of section 197 of the Act.

• (h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
  • i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 33 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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For Ashok R Majethia Chartered Accountants FRN: 127769W

ok Majethia Proprietor M No: 124781 Udin:21124781AAAABC1873

Place: Aurangabad Dated: 24 June 2021

ANNEXURE "A" TO THE INDEPENDENT AUDITORS' REPORT

The Annexure referred to in Independent Auditors' Report to the members of the Nath Bio-genes (I) Limited on the Ind AS standalone financial statements for the year ended 31st March 2021, we report that:

• 1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.
  • (b) The company has regular program of physical verification of its Property, Plant and Equipment by which Property, Plant and Equipment are verified in a phased manner over a period of three years. In accordance with this program, certain Property, Plant and Equipment were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the company and nature of its business.
  • (c) According to the information and explanations given to us, and on the basis of our examination of the record of the company, the title deeds of the immovable properties are held in the name of the company; however, registration of title deeds is pending in respect of following pieces of land:
    • $i$ . at Village Dhangaon and Shahapur-Wahegaon, Tq. Paithan, Dist. Aurangabad admeasuring 35.97 hectares.
    • ii. at Wahegaon Tq Paithan Dist Aurangabad admeasuring 16.08 hectares.
    • iii. at Village Isarwadi Tq Paithan Dist Aurangabad admeasuring 5.72 hectares.
    • iv. at Gut No 130/4, Village Dhangaon Tq Paithan Dist Aurangabad admeasuring 2.02 hectares
    • v. at Gut No 53/1, and 53/5, Village Isarwadi Tq Paithan Dist Aurangabad admeasuring 3.95 hectares.
    • vi. at Gut No 45, 53/3, 53/4 and 56 Village Wahegoan Tq Paithan Dist Aurangabad admeasuring 12.02 hectares.
    • vii. at Plot No 1 admeasuring 6007.16 Sq Meter and Plot No 2 admeasuring 5183.18 Sq meter at Paithan Mega Food Park Pvt Ltd, Gut No 125, Village Dhangaon, Taluka Paithan, Dist Aurangabad.
• 1. The inventory has been physically verified during the year by the management. The discrepancies noticed on verification between the physical stocks and book records were not material, which have been properly dealt with in the books of account. In view of Covid-19 lock down, the yearend inventory has been physically verified by the management and the same is incorporated as per inventory records and books of account maintained by the company.
• 1. a.) As per the information and explanations given to us, the Company has granted non-interest bearing unsecured loans to two ccompanies covered in the register maintained under section 189 of the Act. The terms and conditions of the grant of such loans are not prejudicial to the interest of the company looking to long term business exigencies/purposes except non-charging of interest.

b.) No formal schedule of repayment has been drawn for repayment of the principal amount and as such in absence of such schedule, we are unable to comment if the same are being repaid timely.

c.) In absence of repayment schedule, we are unable to comment, if there are overdue amount for more than ninety days.

1. (a) The company has not granted loans to any party covered under section 185 of the Act.

(b) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 186 of the Act with respect to the loans except non-charging of interest. (Refer Note No. 46)

• 1. The Company has not accepted deposits within the meaning of sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under.
• 1. No maintenance of cost records has been specified by the Central Government under section 148(1) of the Act for the products of the company.
• 1. (a) The company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities.
  • $b)$ There are no dues of Income tax, Sales tax, Service tax, Customs Duty, Excise Duty and Value Added Tax which have not been deposited as on 31st March, 2021 on account of disputes
• 1. In our opinion and according to the information and explanations given to us, the Company has not defaulted in payment of dues to financial institution or bank or debenture holders.
• 1. The company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) during the year. Further, the term loans were applied for the purpose for which those are raised.
• 1. No fraud on or by the company or any fraud on the company by its officers or employees has been noticed or reported during the year.
• П. The managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Act.
• 1. The company is not a Nidhi Company as such provisions of the clause (xii) are not applicable to the company.
• 1. All transactions with the related parties are in compliance with section 177 and 188 of the Act, where applicable and the details have been disclosed in the Ind AS standalone financial statements etc., as required by the applicable accounting standards.
• 1. According to the information and explanations given to us, the Company has not made any preferential allotment of equity shares.
• 1. The company has not entered into any non-cash transactions with directors or persons connected with him.
• The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. 16.

For Ashok R Majethia Chartered Accountants FRN: 127769W

K Majethia Proprietor M No: 124781 Udin:21124781AAAABC1873

Place: Aurangabad Date: 24 June 2021

ANNEXURE "B" TO THE INDEPENDENT AUDITORS' REPORT

Report on the Internal Financial Controls over financial reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

1. We have audited the internal financial controls over financial reporting of Nath Bio-genes (I) Limited ("the Company") as of 31st March, 2021 in conjunction with our audit of the Ind AS standalone financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

$2.$ The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

• $3.$ Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the ICAI and the Standards on Auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. 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 reporting was established and maintained and if such controls operated effectively in all material respects.
• 1. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error.
• 1. We believe that the audit evidence, we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting of the company.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind AS standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable

assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the Ind AS financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the 7. possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company 8. has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2021, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

For Ashok R Majethia Chartered Accountants FRN: 127 UNTANT iok Majethia Proprietor M No: 124781 Udin:21124781AAAABC1873

Place: Aurangabad Date: 24 June 2021

Annexure_III

24th June 2021

The Manager-Listing BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001

The Manager-Listing National Stock Exchange of India Ltd., Exchange Plaza, Bandra-Kurla Complex Bandra (E) Mumbai-400051

BSE Code-537291

NSE Code-NATHBIOGEN

Dear Sirs,

Sub: Declaration with respect to Audit Report with unmodified opinion to the Audited Financial Results (Standalone) for the quarter and financial year ended March 31, 2021.

In compliance with Regulation 33 (3)(d) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 as amended, we confirm that the Statutory Auditors of the Company, M/s Ashok R Majethia & Co., (Firm Regn. No-127769) Chartered Accountants, have not expressed any modified opinion in their Audit Report Pertaining to the Audited Financial Results of Nath Bio-Genes (India) Limited for the quarter and financial year ended 31st Match 2021.

We request you take the same on record.

Thanking You

For Nath Bio-Genes (India) Limited

Devinder Khurana Chief Financial Officer

. Nath House, Nath Boad, Aurangabad - 431005 (MB) Tele 0240-2376314/5/6/7 Email: info@nathseeds.com www.nathbiogenes.com

■ 1, Chateau Windsor, 86 Veer Nariman Road, Mumbai - 400020 (MS) Tel: 022-22871001, 22875653/4/5

Annexure IV

NATH BIO-GENES (INDIA) LIMITED

DIVIDEND DISTRIBUTION POLICY

1. PREAMBLE

As per Regulation 43A of SEBI (LODR) Regulations (Amended), 2015, the top (1000) listed Entities based On market capitalization (calculated as on March 31 of every financial year) Shall formulate a dividend distribution policy which shall be disclosed in their annual Reports and on their websites. Nath Bio-Genes (India) Limited being one of the top 1000 listed companies as per the market capitalization, frames this policy to comply With the SEBI (LODR) Regulations, 2015.

2. OBJECTIVE

The objective of the policy is to broadly specify the external and internal factors including financial parameters that shall be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend.

3. PHILOSOPHY.

The Company is deeply committed to driving superior value creation for all its stakeholders. The Company believes that driving growth creates maximum shareholder value and thus it would first like to deploy its profits to fund its working capital requirements, capital expenditure requirements, reducing debt, allocate reserves for inorganic growth opportunities and thereafter distribute the surplus profits in the form of dividend to the shareholders.

1. DEFINATIONS

Company- Means Nath Bio-Genes (India) Limited.

'Board' or 'Board of Directors' means Board of Directors of the Company.

'Dividend' means Dividend as defined under Companies Act, 2013.

'Policy or this Policy' means the Dividend Distribution Policy.

'SEBI (LODR) Regulations' means the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 together with the circulars issued thereunder, including any statutory modification(s) or reenactment(s) thereof for the time being in force.

As approved by the Board of Directors of the Company on 24th June 2021 (effective from 01th April 2021)

5. PARAMETERS FOR DECLARATION OF DIVIDEND

Internal Factors / Financial Parameters - The Board of Directors of the Company would consider the following financial parameters before declaring or recommending dividend to Shareholders.

• Investment Opportunities, for expansion and diversification into new project, acquisitions and other potential strategic action that may help grow Company.
• $\triangleright$ Liquidity position of the Company.
• $\triangleright$ Growth in earnings of the Company.
• $\triangleright$ Restrictions in debt agreements executed with lenders in relation to the Payment of dividends.

• The Board of Directors of the Company would consider its working capital requirements, R&D expenditure and capital expenditure requirements for future growth before declaring the dividend.

• $\triangleright$ The dividend declaration would also depend upon the liquidity position of the Company, Outstanding borrowings and the cash flow required to meet contingencies.
• $\triangleright$ The Board of Directors of the Company shall also take into account past dividend trends of the Company.
• $\triangleright$ Contingencies Requirements.

• State of Economy and Nature of Industry.

• Macro-economic and business Condition in General

• $\triangleright$ Any other factors before declaring the dividend.

External Factors- The Board of Directors of the Company would consider the following external parameters before declaring or recommending dividend to Sharcholders.

• $\triangleright$ Dividend declared would be in compliance with prevailing legal requirements, regulatory conditions or restrictions laid down under the Applicable Laws including tax laws.
• $\triangleright$ The Board of Directors of the Company would consider dividend pay-out ratios of Companies in the same industry.

• Prevailing legal requirements, tax rules, Government policies and statutory conditions or restrictions as may be provided under applicable laws.

• The declaration of dividends and its quantum may have a positive impact on the market prices.
• The Company may also take into account the rate of inflation when declaration of dividend.

As approved by the Board of Directors of the Company on 24th June 2021 (effective from 01st April

1. CIRCUMSTANCES UNDER WHICH SHAREHOLDERS MAY OR MAY NOT EXPECT DIVIDEND.

The Company shall not recommend dividend if it is of the opinion that it is financially not prudent to do so. The shareholders of the Company may not expect Dividend under the following circumstances.

• In case the Company is undertaking significant expansion which would require higher allocation of resources.

• If the Company requires significant amount of working capital to fund its future growth.

• $\triangleright$ In case the Company proposes to utilise surplus cash for buy-back of securities.
• $\triangleright$ In the event of inadequacy of profits or whenever the Company has incurred losses

The Company may declare dividend out of the profits of the Company for the year or out. of the profits for any previous year or years or out of the free reserves available for distribution of Dividend, after having due parameters laid down in this Policy.

7. UTILISATION OF RETAINED EARNING.

The Company maintains sufficient amount of retained earnings to address the financing of working capital, capital expenditure, corporate actions, inter alia, buyback and reduction of capital, and unanticipated and emergency expenditures.

The Company may also use the retained earnings for such purposes as are within the Provisions the Act, Rules, Listing Regulations and any other applicable law.

8. AMENDMENTS

The Board may, subject to applicable law, amend, suspend or rescind this Policy at any time. Any difficulties or ambiguities in this Policy will be resolved by the Board and/or administrative committee of the Board, in line with the broad intent of this Policy, as and when required.

9. DISCLAIMER

This Policy shall not be construed as a solicitation for investments in the Company's Securities and shall neither act as an assurance of guaranteed returns (in any form), On investments in the Company's securities.

10. CHANGE IN LAW.

In case of any subsequent changes in the provisions of the Act or further rules and regulations / guidelines from the Securities and Exchange Board of India including the Listing Regulations or any other regulations which makes any of the provisions of this Policy inconsistent, then the provisions of the Act or such other regulations would prevail over this Policy and the relevant provisions contained in the Policy would be modified accordingly in due course to make it consistent with applicable laws.

As approved by the Board of Directors of the Company on 24th June 2021 (effective from 01st April 2021)

Annexure_V

As per the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 as amended, the Company is one of the top 1000 listed Company therefore need to form Risk Management Committee as under.

Risk management Committee

Sr No	Name	Designation
	Mr Satish Kagliwal	Chairman
	Mr. Shrirang Agrawal	Member
	Mr. Vadla Nagabhushanam	Member

(With effect from 01st April 2021)

Nath House, Nath Road, Aurangabad - 431005 (MS) Tel: 0240-2376314/5/6/7 Email: info@nathseeds.com www.nathbiogenes.com

■ 1, Chateau Windsor, 86 Veer Nariman Road, Mumbai - 400020 (MS) Tel: 022-22871001, 22875653/4/5