D. N. Jhamb and Company. Chartered Accountants PROFILE

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3 38,VidhyaNagar, Behind Inox Behind Sapna Sangeeta- Indore us at: ========================================================================== To, Gajra Bevel Gears Limited, Industrial Area, A.B. Road Dewas (M.P.) Dear Sir, Re: Consent & Certificate for appointment as Auditor under the Companies Act, We are in receipt of your communication dated 30/06/2017, inquiring as to our consent and eligibility for being appointed as Statutory Auditors of Gajra Bevel Gears Limited for the financial year We give our consent for being appointed as statutory auditor of the company. Further, in pursuance of requirement of section 139 of the Companies Act, 2013 and rule 4 of Companies Audit and Auditors Rules, 2014 we hereby confirm that: 1) The firm is eligible for appointment and is not disqualified for appointment under section 141 of the Companies Act, 2013, the Chartered Accountant Act, 1949 and rules and regulations made there under; 2) Our proposed appointment would be as per the term provided under the Act; 3) The proposed appointment is within the limits laid down by or under the authority of the Act; 4) There are no proceedings pending against either of the partners or the firm with respect to professionals matter of conduct. Thanking You, Yours Sincerely,

4 D. N. Jhamb and Company PROFILE 38, VIDHYA NAGAR BEHIND INOX, SAPNA SANGEETA ROAD INDORE ,

5 006, Durga Complex, 2 nd Floor A-4 Navlakha Main Road- Indore us at: dnjhambandco@gmail.com ================================================================== 15 th May, 2017 To The General Manager Bank of India STAR HOUSE C - 5, "G" Block, Bandra Kurla Complex, Bandra (East), Mumbai Ref.: Empanelment of Firm. Sub.: Request to empanel our firm for the purposes of concurrent audit/stock audit/forensic audit and Revenue Audit with your bank. Dear Sir With Reference to above subject, please find enclosed herewith credentials of our firm for the purposes of empanelment of our firm of chartered accountants for conducting concurrent audits/ Forensic audit and stock audit of your branches / customers. We hereby request you to kindly empanel our firm with your esteemed bank for above noted purposes. We assure you to provide our best services with set professional standards, integrity and due confidentiality. Thanks and Regards Place: Indore For: D. N. JHAMB & CO. CA Devki Nandan Jhamb Partner Membership No FRN C

6 38. Vidhya Nagar, Behind Inox Sapna Sangeeta Road Indore Mail us at: ====================================================================================== FIRM PROFILE D. N. Jhamb & Company is de-merged and re-established on 25 th June 2014 with an intention to provide more qualitative, controlled and focused services. Originally D. N. Jhamb & Company was formed in the year 2002 and provided services to various established diversified clients till In the year 2005, D. N. Jhamb and company were merged into Ashok Pahwa and Company and same was renamed as Pahwa Jhamb and Company. D. N. Jhamb & Company is a blend of experienced as well as young and dynamics partners named as follows: 1. CA. Devki Nandan Jhamb years 2. CA. Sachchidanand Pachori years 3. CA. Amit Shah years 4. CA. Priya Gala years Our policy for quality control is given in Annexure A. A list enumerating assignments handled by the proprietor in his individual capacity as well as in Partner capacity wide Annexure B. The particulars of the firm is given in Annexure C. FOR: D. N. Jhamb & Company () CA. Devki Nandan Jhamb (Partner)

7 38. Vidhya Nagar, Behind Inox Sapna Sangeeta Road Indore Mail us at: ====================================================================================== ANNEXURE - A OUR POLICY FOR QUALITY CONTROL OBJECTIVE OF THE FIRM Objective of the firm is to provide audit services by utilizing the skills and knowledge of the specialized professionals and proprietor of the firm. By the way of audit, our objective is not only to express an opinion on the financial aspects of an entity but to provide value added services so as to assist the client s entity in better and smooth functioning and management. QUALITY CONTROL POLICY Professional ethics: Our staffs are properly learned in adhering to the principle of Independence, integrity, objectivity, confidentiality and professional behavior. Skills and Competence: our firm is well equipped with the technology and staff who have attained and maintaining professional competency, by the way of various in-house and out-side continuous education programs, so that responsibilities can be fulfilled with due care. Assignment: we used to assign audit work to those personal who have sufficient degree of technical training and proficiency required in the state of affairs. Delegation: We always try to appoint at least one of the experienced staff, even on the smallest job, to give proper direction, supervise and review the work performed by the subordinates so that it can be assured that work has been performed to meet the appropriate quality standards. Consultation: wherever and whenever, we fill necessary, we don t hesitate to take consultation within or outside the firm from those who have appropriate expertise. Acceptance and retention of clients: In making the decision to accept or retain a client, we always keep in mind the firm s independence, integrity and ability to serve clients properly. Monitoring: the continued adequacy and operational effectiveness of the quality control and procedure are regularly monitored by us. Communication: We always try to communicate, our quality control policy and procedure to our staff in such a manner, like weekly reviews etc., that it is properly understood and implemented by the staff.

8 38. Vidhya Nagar, Behind Inox Sapna Sangeeta Road Indore Mail us at: ====================================================================================== ANNEXURE - B LIST OF ASSIGNMENTS HANDLED BY THE FIRM/PROPRIETOR 1. INTERNAL AUDIT/CONCURRENT AUDIT (HANDLED AS PARTNER AND NOW HANDLING AS PROPRIETOR) PRATIBHA SYNTEX LIMITED (R.O.at Mumbai and Manufacturing Facility at PITHAMPUR (M.P.) : M/S Pratibha Syntex limited is a one of the central India s largest star export house engaged in the manufacturing and export of Yarn, Fabric and garments with a turnover of more than Rs. 750 Crores in the financial year and We are providing satisfactory services as internal auditor to the company since July, 2008 and our appointment is continue since then. FLUIDOMAT LIMITED- (R.O. at Indore and Manufacturing Facility at DEWAS (M. P.): M/S Fluidomat Limited is a listed company, listed with Bombay Stock Exchange (BSE) and engaged in manufacturing and export of fluid couplings, and industrial product with of turnover of more than Rs Lacs in the financial year We are providing services as Internal Auditor since financial year and our appointment is continued since then. NATH BIO-GENES (INDIA) LIMITED (NBGIL)- NBGIL is a pharmaceutical sector, listed company with a market capitalization of Rs. 200 Crores and we have been appointed as internal auditor for the MP region branch situated at Indore for the financial year SAHARA INDIA COMMERCIAL CORPORATION LIMITED (R. O. LUCKNOW with various Branches): SICCL is well reputed and one of the largest NBFC of central India. We have provided services as Concurrent auditor to the two branches of SICCL i.e. GAROTHA and ALOT (Both in M.P.) for the period from financial year to financial year Since then we are enjoying a cooling period in terms of RBI policy of appointment of auditor by rotation. SAHARA INDIA FINANCIAL CORPORATION (H. O. at LUCKNOW with Various branches): SICCL is well reputed and one of the largest NBFC of central India. We have provided services as Concurrent auditor to the two branches of SICCL i.e. GAROTHA and ALOT (Both in M.P.) for the period from financial year to financial year Since then we are enjoying a cooling period in terms of RBI policy of appointment of auditor by rotation. UCO BANK (H. O. KOLKATTA with various branches all over India): UCO Bank is leading public sector bank and we have provided services as concurrent auditor to ANOOP NAGAR Indore branch for the period starting from October, 2010 to September We have also done concurrent audit of Mandsour Branch for the calendar year 2013.

9 38. Vidhya Nagar, Behind Inox Sapna Sangeeta Road Indore Mail us at: ====================================================================================== 2. SOX COMPLIENCE AND GENERAL CONTROL AUDIT TATA HOLSET LIMITED (Now Known as Cummins Turbo Technologies (CTT-Dewas plant) : SOX Compliance is a process to evaluate the procedural controls in the system of any organization. SOX Compliance is required to be performed under Surban-oxlay Act of USA and all corporations and companies listed on US Stock exchanges needs to get SOX Compliance on periodic basis. TATA HOLSET was joint venture between TATA- India and HOLSET Inc. UK which is fully owned subsidiary of Cummins Turbo Technologies, a worldwide leader in engines and US based company. Apart from SOX Compliance, we have also done the general controls audit for the same company. Proprietor of D N Jhamb & Company has acted as team member of the 4 person s team and handled the Inventory Module independently. CAPARO ENGINEERING PRIVATE LIMITED: (Company Belongs to UK Based Business house and Having 11 Plants in India): Caparo Engineering Services in a company engaged in ancillary activities for leading automobile sector companies like EICHER, Maruti India, TATA etc and manufacturing different vehicle s body PARTS. A team of 4 persons has designed the STANDARD OPERATING PROCEEDURE (SOP) for three plants (2 at PITHAMPUR- MP and one at HALOL GUJRAT) out of 11 plants of the company in India. CA Devki Nandan Jhamb has independently handled the inventory module of the SOP. 3. STATUTORY AUDITS: A. BANK Branch Audits: Independently handled statutory branch audits for various branches of public sector banks as well as rural development Banks including few RRBs. During last 14 years of Practice, Proprietor CA Devki Nandan Jhamb has handled the following bank s branches statutory audits and RRBs as well in the capacity of Partner/Proprietor: S. No. Name of the Bank Branches Financial Year 01 UCO Bank Snyogitagunj, Bhagora INDORE UCO Bank Old Palasia Indore and Birla Gram Nagada State Bank Of Indore Bhopal and Sihora Branch State Bank of Indore Krishi Upaj mandi- Mandsour, PipliyaMandi and Garotha Central Bank of India Shamgarh, Bhesodamandi Central Bank of India Datoda, Pipliyamandi 2008

10 38. Vidhya Nagar, Behind Inox Sapna Sangeeta Road Indore Mail us at: ====================================================================================== 07 Central Bank of India Suwasara, Shamgarh Central Bank of India Rampura, Datoda and Suwasara Central Bank of India Shamgarh, Bhesodamandi Jila Sahkari Kendriya Bank Maryadit 18 Branches with H.O. Ratlam Jila Sahkari Kendriya Bank Maryadit 18 Branches with H.O. Ratlam Jila Sahkari Kendriya Bank Maryadit 18 Branches with H.O. Ratlam Malwa Narmada Kshetriya Gramin Bank 14 Malwa Narmada Kshetriya Gramin Bank 15 Malwa Narmada Kshetriya Gramin Bank 15 branches of Khargone Zone branches of Khargone Zone branches of Khargone Zone ). SYSTEM AUDIT (DISA AUDIT): a) Bank of Maharashtra (Yr ) 5) REVENUE AUDIT FOR/ON BEHALF OF:- (a) Bank of India (b) Union Bank of India (c) Allahbad Bank (d) Central Bank of India (e) UCO Bank 6) STOCK AUDIT OF: - (a) Dena Bank (b) Bank of Maharashtra (c) State Bank Of Indore (d) Reliance retail limited (Reliance Fresh Retail Shop) 7) Other Audits: Concurrent audit of Different Wings of Military Canteen- MHOW a) College of Combat b) Infantry School c) Twelve Grah Rifel d) MCTE Apart From above Stated works, we have exposure of consultancy in the field of Income Tax and Other form of Direct-Indirect Taxes.

11 38. Vidhya Nagar, Behind Inox Sapna Sangeeta Road Indore Mail us at: ====================================================================================== ANNEXURE C PARTICULARS OF THE FIRM 1) Name of the Firm : M/s. D. N. JHAMB AND COMPANY 2) ICAI Registration No. & : C Region of the Firm (FRN) Central India Region C.& A. G. Empanelment No. : Unique Code of Bank Audit : (Category II) 3) ADDRESS - Head Office : 38, VIDHYA NAGAR BEHIND INOX, SAPNA SANGEETA INDORE , dnjhambandco@gmail.com 4) Date of Establishment of Firm : April, , re-constituted on 25 th June, ) Details of employees : Nil 6) No. of Audit Staff employed full time with the: Firm:- (a) Articled / Audit Clerks : 4 (b) Other Audit Staff : 4 (c) Other Staff : 2 7) Other Particulars : Associate person with Firm out side Indore is 15 in various cities in M.P. and outside M.P. I certify that all the information given above is correct. For: D. N. Jhamb and Company () CA. Devki Nandan Jhamb (Partner)

12 38. Vidhya Nagar, Behind Inox Sapna Sangeeta Road Indore Mail us at: ====================================================================================== EXPERIENCE OF PARTNERS CA. DEVKI NANDAN JHAMB Mr. Devki Nandan Jhamb is Fellow Member of the Institute of of India and is in Practice since He has also completed the post qualification course on system audit from the Institute of Chartered Accountants of India and also completed the certification course on forensic accounting and fraud detection from ICAI. Apart from this, he has also completed the course on certificate on concurrent audit of Banks. He is an Ex- Partner of a leading Chartered accountant Firm M/S D. K. Saklecha & Company, Indore. Over the period he has exposed to and gained experience of different type, including centralized Audit of State Bank of India s Sponsored RRB, statutory audit of various bank branches and also audit of companies in Engineering Industry, Automobile solvent extraction and Service sector companies. Apart from the audit work he is also exposed to certification work for Fertilizer Company, Stock audit of Ranbaxy (Asia s Number one Pharmacy Co.) and Chabra Sppiners Ltd. He has also gained experienced about SOX-Compliance applicable on US listed companies, and deals with internal controls audit, for Cummins Turbo Technologies. He is also handling Internal Audit of companies like Fluidomat Ltd. and big Textile Unit of Pratibha Syntex Pvt. Ltd. independently. He has done SOP of Caparo Engineering Private Ltd. He is a Young and dynamic professional and under the leadership of the senior partner of the firm, he holds good potential to provide professional services of very high grade. CA. SACHCHIDANAND PACHORI Mr. Sachchidanand Pachori is a Fellow Member (FCA) of the Institute of of India. He is into practice since He has also completed Doctorate (Phd.) in Management. He also holds to his credit Master of Business Administration (MBA) in Finance and Master of Commerce (M. Com.). His core expertise is in the area of Bank Audit and Finance. He is also a Teacher, Trainer and Mentor. CA. AMIT SHAH Mr. Amit Shah S/o Shri Anand Shah is a Fellow Member (FCA) of the Institute of of India. He is into practice since He is a Commerce Graduate (B. Com.) and has also completed Management Education Program (MEP) from IIM-Indore. Prior to practice he has also worked with companies like- HDFC Bank Ltd. and Bridgestone India Pvt. Ltd. His core expertise is in the area of Management Consulting, Internal Audit & Controls and Strategic Business Consulting. He has also authored a Book on Management Titled as Integrated Management. He is also a Teacher, Trainer and Mentor.

13 38. Vidhya Nagar, Behind Inox Sapna Sangeeta Road Indore Mail us at: ====================================================================================== CA. PRIYA GALA (Agrawal) Mrs. Priya Gala is an Associate Member (ACA) of the Institute of of India. She is into practice since She is a Commerce Graduate (B. Com.). Her core expertise is in the area of Accountancy, Auditing, and Taxation etc.

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