Auditor Report of Seya Industries Ltd.

Mar 31, 2023

INDEPENDENT AUDITOR''S REPORT

To the Members of
SEYA INDUSTRIES LTD

Report on the Audit of Standalone Financial Statements
Opinion

We have audited the accompanying financial statements of Seya
Industries Ltd (''the Company''), which comprise the Balance Sheet
as at 31st March 2023, the Statement of Profit and Loss, including
the Statement of Other Comprehensive Income and the Cash Flow
Statement for the year then ended, Statement of changes in Equity and
a summary of significant accounting policies and other explanatory
information (hereinafter referred to as ''financial statements'').

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, as amended ("the Act") in the manner so required and give a
true and fair view in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS")
and other accounting principles generally accepted in India, of
the state of affairs of the Company as at 31st March, 2023 and its
Loss including other comprehensive income, its cash flows and the
changes in equity for the year ended on that date.

Basis of Opinion

We conducted our audit of the standalone financial statements in
accordance with the Standards on Auditing (SAs), as 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 together
with the ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Act and the Rules
thereunder, 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 obtained by us is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.

Key Audit Matter

Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the standalone financial
statements for the financial year ended March 31, 2023. 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 relied on
Management Representation regarding the existence and valuation
of all the Assets (viz. Fixed Assets, Investments, Trade Receivables,
Stock, Bank Accounts, Other Assets, Receivable from Related Parties)
& Liabilities (viz. Provisions, Borrowings, Statutory & Other Liabilities
including disclosures related to MSME vendors). We have fulfilled
the responsibilities described in the Auditor''s responsibilities for
the audit of the standalone financial statements section of our
report, including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our
assessment of the risks of material misstatement of the standalone
financial statements. The results of our audit procedures, including
the procedures performed to address the matters below, provide the
basis for our audit opinion on the accompanying standalone financial
statements.

Emphasis Of Matter

We invite attention to footnote to Note No. 30.1 to the Standalone
Financial Statements on non-provision of interest accrued on
Borrowings from Lenders ie. Banks/FI/Others for reasons stated
thereunder. The total interest not provided for in respect of
Operational Assets is INR 2,073.42 lacs and in respect Project Assets
is INR 5,947.75 Lacs, the same is, however subject to confirmation by
the Lenders.

Our opinion on the Standalone Financial Statements is not modified
in respect of above stated matters.

Material Uncertainty in relation to Going ConcernWe invite attention to:

1. Note No. 30.23(xi)-Other Statutory Information to Standalone
Financial Statements which provides for material uncertainty
in respect of the outcome of application filed by one of
the financial creditor for initiation of Corporate Insolvency
Resolution Process (''CIRP'') u/s 7 of the IBC, 2016 with a view to
protect their interest.

2. Note No. 30.16(B) & a Loss of INR 2,467.98 Lacs posted by the
Company during the year ended March 31, 2023 (PY Loss INR
628.19 Lacs) and that, as of that date, the Company''s current
liabilities exceeded its current assets by INR 5,884.89 lacs

In spite of the above events or conditions which may cast a doubt
on the ability of the company to continue as a going concern, the
management is of the opinion that, considering the:

- Engagement with the Lenders to arrive at a mutual one-time
settlement/resolution of all matters,

- Effective steps being taken by the Management to reduce the
Losses on account of lower capacity utilisation and Excess of
Current Liabilities on account Impairment of Trade Receivables.

- Positive Net worth of INR 83,108.94 Lacs of the Company.

- Company''s Management''s focus on reducing unit costs and
increasing liquidity by making operations more efficient and
nimbler, putting on hold discretionary expenses, deferring

certain capital expenditures, cutting employee cost through
pay cuts and reduction in workforce, etc in order to sustain
operations and the same being steadily ramped up in a phase-
wise manner;

A going concern basis of accounting is appropriate and that on the
basis of above the Company may revive its operations.

Information Other than the Financial Statements and Auditor''s
Report Thereon

• 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 such other information is materially
inconsistent with the financial statements, or our knowledge
obtained in the audit or otherwise appears to be materially
misstated.

• When we read the other information identified above, if we
conclude that there is a material misstatement therein, we
are required to communicate the matter to those charged
with governance as required under SA 720 ''The Auditor''s
responsibilities Relating to Other Information.

Management''s Responsibility for the Standalone IND AS
Financial Statements

The Management and Board of Directors of the Company are
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 comprehensive income, cash flows and
changes in equity of the Company in accordance with the Ind AS and
accounting principles generally accepted in India. This responsibility
also includes maintenance of adequate accounting records in

accordance with the provisions of the Act for safeguarding the assets
of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; design, implementation and maintenance of adequate
internal financial controls, that are operating effectively for ensuring
the accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the financial statements, 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.

Board of Directors including the Chief Executive Officer are also
responsible for overseeing the Company''s financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an 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 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.

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

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

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

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by management.

• 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 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 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
financial statements, including the disclosures, and whether the
financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone
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 factors in (i) planning the
scope of our audit work and in evaluating the results of our work;
and (ii) to evaluate the effect of any identified misstatements in the
financial statements.

We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.

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

From the matters communicated with those charged with governance,
we determine those matters that were of most significance in the
audit of the standalone financial statements of the current period and
therefore the key audit matter. We describe this matter 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 Section 143(3) of the Act, based on our audit, we
report that:

a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the 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
including Other Comprehensive Income, the Statement of
Cash Flows and Statement of Changes in Equity 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.

e) On the basis of the written representations received from
the directors as on 31st March 2023 taken on record by the
Board of Directors, none of the directors is disqualified as
on 31st March 2023 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 A". Our report expresses
an unmodified opinion on the adequacy and operating
effectiveness of the Company''s internal financial controls
over financial reporting.

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, as amended
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 no. 30 to the
standalone 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 has been no delay in transferring amounts,
required to be transferred, to the Investor Education
and Protection Fund by the Company.

(iv) a) The Management has represented that, to

the best of it''s knowledge and belief that
no funds have been advanced or loaned
or invested (either from borrowed funds or
share premium or any other sources or kind
of funds) by the company to or in any other
person(s) or entity(ies), including foreign entities
("Intermediaries"), with the understanding,
whether recorded in writing or otherwise, that
the Intermediary shall, directly or indirectly lend
or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries") or provide
any guarantee, security or the like on behalf of
the Ultimate Beneficiaries.

b) The Management has represented, that, to
the best of it''s knowledge and belief, no funds

have been received by the Company from any
person(s) or entity(ies), including foreign entities
("Funding Parties"), with the understanding,
whether recorded in writing or otherwise, that
the Company shall, directly or indirectly, lend
or invest in other persons or entities identified
in any manner whatsoever by or on behalf of
the Funding Party ("Ultimate Beneficiaries") or
provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

c) Based on the audit procedures that has been
considered reasonable and appropriate in
the circumstances, nothing has come to our
notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of
Rule 11(e), as provided under (a) and (b) above,
contain any material misstatement.

(v) The Company has not declared any dividend during
the year under review.

(vi) Proviso to Rule 3(1) of the Companies (Accounts)
Rules, 2014 for maintaining books of account
using accounting software which has a feature of
recording audit trail (edit log) facility is applicable
to the Company w.e.f. April 1, 2023, and accordingly,
reporting under Rule 11(g) of Companies (Audit
and Auditors) Rules, 2014 is not applicable for the
financial year ended March 31, 2023.

2. As required by the Companies (Auditor''s Report) Order,
2020 ("the Order") issued by the Central Government in
terms of Section 143(11) of the Act, we give in "Annexure
B" a statement on the matters specified in paragraphs 3
and 4 of the Order

For A A Mohare & Co.

Chartered Accountants
Firm Registration No.: 0114152W
CA Amit Mohare

Partner

Membership No. 148601
UDIN No. 23148601BGWJJR8319

Mumbai, May 30, 2023

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Mar 31, 2018

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Financial Statements of SEYA INDUSTRIES LTD (''The Company''), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including other Comprehensive income), the statement of Changes in Equity and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management Responsibility for the Standalone Ind AS Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the Act'') with respect to preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flow and changes in equity of the Company in accordance with the Accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with relevant rules thereunder.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act and the Rules made thereunder including the accounting and auditing standards and matters which are required to be included in the audit report.

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments the auditor considers internal financial control relevant to the Company''s preparation of the standalone Ind AS financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors as well as evaluating the overall presentation of the standalone Ind AS financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Ind AS, of the financial position of the Company as at March 31, 2018, and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2016 ("the Order") issued by the Central Government of India, in terms of sub-section (11) of Section 143 of the Act and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give, we give in the "Annexure A" a statement on the matters specified in paragraph 3 and 4 of the Order.

2. 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 purpose of our audit;

b. In our opinion, proper books of accounts 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, Statement of Profit & Loss, the Cash Flow Statement and statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014

e. On the basis of written representations received from the Directors as on March 31, 2018 taken on record by the Board of Directors, none of the Directors are disqualified as on March 31, 2018 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" and

g. 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 belief and according to the information and explanations given to us:

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

ii. The Company did not have any long-term contracts including derivatives contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has not been any occasion in case of the Company during the year under report to transfer any sum to the investor Education and protection Fund, hence the question of delay in transferring such sums does not arise.

[Referred to in paragraph 1 under ''Report on other Legal and Regulatory Requirements'' section of our report of even date]

i. Property, Plant and Equipment

a. The Company has maintained proper records showing full particulars including quantitative details and situation of property, plant and equipment;

b. The Company has a program of physical verification of its property, plant and equipment by which all property, plant and equipment are verified in a phased manner over a period of Three years, which in our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and nature of its property, plant and equipment. Pursuant to the program certain items of property, plant and equipment were physically verified by the Management during the year and no material discrepancies were noticed on such verification.

c. According to the information and explanations given to us and the records examined by us, the title deeds of immovable properties are held in the name of the Company.

ii. Inventories

a. The inventories, except goods-in-transit, were physically verified at reasonable intervals by the management during the year and no material discrepancies were noticed on physical verification.

b. The procedures for the physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventories. No discrepancies were noticed on verification between the physical stock and the books records.

iii. Loans and Advances

The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii)(a) and (iii)(b) of the said orders are not applicable to the Company.

iv. Loans, Investments and Guarantee

The Company has not granted any loans, made any investments, given any guarantees and provided any security pursuant to the provisions of Section 185 & Section 186 of the Act.

v. Deposits

According to the information and explanations given to us, the Company has not accepted any deposits from the public as per the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder. Accordingly, provisions of paragraph 3(v) of the Order are not applicable to the Company.

vi. Cost Records

We have broadly reviewed the records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. However, we have not made a detailed examination of cost records with a view to determine whether they are accurate or complete.

vii. Statutory Dues

a. According to information and explanation given to us, the Company has generally been regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Central Sales tax, Service tax, Customs duty, Excise duty, Value Added Tax, Cess and other material statutory dues applicable to it to the appropriate authorities.

b. According to the information and explanations given to us, there were no undisputed amounts payable in respect of Provident fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Service tax, Central Sales-tax, Customs duty, Excise duty, Value Added Tax, Cess and other undisputed statutory dues which were outstanding, at the year end, for a period of more than six months from the date they became payable.

c. In our opinion and according to the information and explanation given to us, during the year, no amount was pending to be transferred to Investor Education and Protection Fund.

viii. Dues to Financial Institutions and Banks

In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of Loans/Borrowings from Financial Institutions/ Banks

ix. Money Raised

The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year. Term loan raised during the year was applied for the purpose for which it was obtained.

x. Frauds Noticed

Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the company or on the company by the officers and employees of the Company has been noticed or reported during the year.

xi. Managerial Remuneration

In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

xii. Nidhi Company

In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company.

xiii. Compliance with Section 177 & 188 of the Act

In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone Ind AS financial statements etc. as required by the applicable Ind AS.

xiv. Preferential Allotment

According to the information and explanations given to us and on an overall examination of the balance sheet, during the year, the Company has allotted 42,50,000 Equity shares upon conversion of warrants on preferential basis and the requirement of the Act have been complied with and the amount raised have been used for the purpose for which the funds were raised.

xv. Non-Cash Transaction

According to the information and explanations given to us, during the year, the Company has not entered into any noncash transactions with its directors or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable. Accordingly, provisions of paragraph 3 (xv) of the Order are not applicable to the Company.

xvi. Section 45-IA of the Reserve Bank of India Act, 1934

The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, provisions of paragraph 3 (xvi) of the Order are not applicable to the Company.

[Referred to in paragraph 2(f) under ''Report on other Legal and Regulatory Requirements'' section of our report of even date]

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")

We have audited the internal financial controls over financial reporting of Seya Industries Limited (the "Company") as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

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 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 Companies Act, 2013.

Auditors'' Responsibility

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") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, 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.

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 if 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 financial statements, whether due to fraud or error.

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.

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 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 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 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 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 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 March 31, 2018, 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.

For ANIL CHAUHAN & ASSOCIATES

Chartered Accountants

Firm Registration No.: 0140786W

Anil Chauhan

Proprietor

Membership No. 166286

Mumbai, May 28, 2018

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Mar 31, 2017

Report on the Financial Statements

We have audited the accompanying Financial Statements of SEYA INDUSTRIES LTD (‘The Company’), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (‘the Act’) with respect to preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the Accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act and the Rules made thereunder including the accounting and auditing standards and matters which are required to be included in the audit report.

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments the auditor considers internal financial control relevant to the Company’s preparation of the financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors’ Report) Order, 2016 (“the Order”) issued by the Central Government of India, in terms of sub-section (11) of Section 143 of the Act and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the “Annexure A” a statement on the matters specified in paragraph 3 and 4 of the Order.

2. 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 purpose of our audit;

b. In our opinion, proper books of accounts 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, Statement of Profit & Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account.

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

e. On the basis of written representations received from the Directors as on March 31, 2017 taken on record by the Board of Directors, none of the Directors are disqualified as on March 31, 2017 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”. Our report expresse an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g. 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 knowledge and belief and according to the information and explanations given to us:

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

ii. The Company did not have any long-term contracts including derivatives contracts; as such the question of

commenting on any material foreseeable losses thereon does not arise.

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

iv. The Company has provided requisite disclosures in the financial statements as to holdings as well as dealings

in Specified Bank Notes during the period from 8^th November 2016 to 30th December 2016. Based on the management representation we report that the disclosures are in accordance with books of accounts maintained by the Company and as produced to us by the management.

“ANNEXURE A” TO INDEPENDENT AUDITOR’S REPORT

[Statement on matters specified in paragraphs 3 and 4 of the Companies (Auditor’s report) Order, 2016 - Referred to in paragraph 1 under ‘Report on other Legal and Regulatory Requirements’ section of our report of even date]

i. Fixed Assets

a. The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets;

b. The Company has a program of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of Three years, which in our opinion, is reasonable having regard to the size of the Company and nature of its assets. Pursuant to the program certain assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c. According to the information and explanations given to us and the records examined by us, the title deeds of immovable properties are held in the name of the Company.

ii. Inventories

a. The inventories, except goods-in-transit, were physically verified at reasonable intervals by the management during the year and no material discrepancies were noticed on physical verification.

b. The procedures for the physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventories. No discrepancies were noticed on verification between the physical stock and the books records.

iii. Loans and Advances

The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii)(a) and (iii)(b) of the said orders are not applicable to the Company.

iv. Loans, Investments and Guarantee

The Company has not granted any loans, made any investments, given any guarantees and provided any security pursuant to the provisions of Section 185 & Section 186 of the Act.

v. Deposits

According to the information and explanations given to us, the Company has not accepted any deposits from the public in accordance with the provisions of Sections 73 to 76 of the Act and the Rules framed there under.

vi. Cost Records

We have broadly reviewed the records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. However, we have not made a detailed examination of cost records with a view to determine whether they are accurate or complete.

vii. Statutory Dues

a. According to information and explanation given to us, the Company has generally been regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Central Sales tax, Service tax, Customs duty, Excise duty, value Added Tax, Cess and other material statutory dues applicable to it to the appropriate authorities.

b. According to the information and explanations given to us, there were no undisputed amounts payable in respect of Provident fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Service tax, Central Sales-tax, Customs duty, Excise duty, value Added Tax, Cess and other undisputed

statutory dues which were outstanding, at the year end, for a period of more than six months from the date they became payable.

c. In our opinion and according to the information and explanation given to us, during the year, no amount was pending to be transferred to Investor Education and Protection Fund.

viii. Dues to Financial Institutions and Banks

In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of Loans/Borrowings from Financial Institutions/Banks.

ix. Money Raised

The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year. However, the money was raised by way of term loans from Banks/ Financial Institutions and the same were applied for the purposes for which those were raised.

x. Frauds Noticed

Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial Statements and according to the information and explanations given by the management, we report that no fraud by the Company or on the Company by the officers and employees of the Company has been noticed or reported during the year.

xi. Managerial Remuneration

In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

xii. Nidhi Company

In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company.

xiii. Compliance with Section 177 & 188 of the Act

In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

xiv. Preferential Allotment

According to the information and explanations given to us and on an overall examination of the balance sheet, during the year, the Company has allotted 93,50,000 Equity shares and 42,50,000 warrants on preferential basis the requirement of the Act have been complied with and the amount raised have been used for the purpose for which the funds were raised.

xv. Non-Cash Transaction

According to the information and explanations given to us, during the year, the Company has not entered into any non-cash transactions with its directors or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

xvi. Section 45-IA of the Reserve Bank of India Act, 1934

The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For JAGIWALA AND CO

Chartered Accountants

Firm Registration No.: 131184W

Nilesh Y Jagiwala

Partner

Membership No. 154464

Mumbai, May 30, 2017

---

Mar 31, 2016

To the Members of SEYA INDUSTRIES LTD

Report on the Financial Statements

We have audited the accompanying Financial Statements of SEYA INDUSTRIES LTD (''The Company''), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the Act'') with respect to preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the Accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act and the Rules made there under including the accounting and auditing standards and matters which are required to be included in the audit report.

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depends on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments the auditor considers internal financial control relevant to the Company''s preparation of the financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2016 ("the Order") issued by the Central Government of India, in terms of sub-section (11) of Section 143 of the Act and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the "Annexure A" a statement on the matters specified in paragraph 3 and 4 of the Order.

2. 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 purpose of our audit;

b. In our opinion, proper books of accounts 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, Statement of Profit & Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account.

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

e. On the basis of written representations received from the Directors as on March 31, 2016 taken on record by the Board of Directors, none of the Directors are disqualified as on March 31, 2016 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". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

g. 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 knowledge and belief and according to the information and explanations given to us:

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

ii. The Company did not have any long-term contracts including derivatives contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has not been any occasion in case of the Company during the year under report to transfer any sum to the investor Education and protection Fund, hence the question of delay in transferring such sums does not arise.

i. Fixed Assets

[Statement on matters specified in paragraphs 3 and 4 of the Companies (Auditor''s report) Order, 2016 - Referred to in paragraph 1 under ''Report on other Legal and Regulatory Requirements'' section of our report of even date]

a. The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets;

b. The Company has a program of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of Three years, which in our opinion, is reasonable having regard to the size of the Company and nature of its assets. Pursuant to the program certain assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c. According to the information and explanations given to us and the records examined by us, the title deeds of immovable properties are held in the name of the Company

ii. Inventories

a. The inventories, except goods-in-transit, were physically verified at reasonable intervals by the management during the year and no material discrepancies were noticed on physical verification.

b. The procedures for the physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventories. No discrepancies were noticed on verification between the physical stock and the books records.

iii. Loans and Advances

The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii)(a) and (iii)(b) of the said orders are not applicable to the Company.

iv. Loans, Investments and Guarantee

The Company has not granted any loans, made any investments, given any guarantees and provided any security pursuant to the provisions of Section 185 & Section 186 of the Act.

v. Deposits

According to the information and explanations given to us, the Company has not accepted any deposits from the public in accordance with the provisions of Sections 73 to 76 of the Act and the Rules framed there under.

vi. Cost Records

We have broadly reviewed the records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under sub-section

(1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. However, we have not made a detailed examination of cost records with a view to determine whether they are accurate or complete.

vii. Statutory Dues

a. According to information and explanation given to us, the Company has generally been regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Central Sales tax, Service tax, Customs duty, Excise duty, Value Added Tax, Cess and other material statutory dues applicable to it to the appropriate authorities.

b. According to the information and explanations given to us, there were no undisputed amounts payable in respect of Provident fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Service tax, Central Sales-tax, Customs duty, Excise duty, Value Added Tax, Cess and other undisputed statutory dues which were outstanding, at the year end, for a period of more than six months from the date they became payable.

c. In our opinion and according to the information and explanation given to us, during the year, no amount was pending to be transferred to Investor Education and Protection Fund.

viii. Dues to Financial Institutions and Banks

In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of Loans/Borrowings from Financial Institutions/Banks.

ix. Money Raised

The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year. However, the money was raised by way of term loans from Banks/ Financial Institutions and the same were applied for the purposes for which those were raised.

x. Frauds Noticed

Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the company or on the Company by the officers and employees of the Company has been noticed or reported during the year.

xi. Managerial Remuneration

In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

xii. Nidhi Company

In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company.

xiii. Compliance with Section 177 & 188 of the Act

In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

xiv. Preferential Allotment

According to the information and explanations given to us and on an overall examination of the balance sheet, during the year, the Company has allotted Non-Convertible Redeemable Preference shares on Private placement basis and the requirement of Section 42 of the Act have been complied with and the amount raised have been used for the purpose for which the funds were raised.

xv. Non-Cash Transaction

According to the information and explanations given to us, during the year, the Company has not entered into any non-cash transactions with its directors or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

xvi. Section 45-IA of the Reserve Bank of India Act, 1934

The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

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")

We have audited the internal financial controls over financial reporting of Seya Industries Limited ("the Company") as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

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. 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 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 Companies Act, 2013.

Auditors'' Responsibility

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 Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, 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.

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 if 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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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.

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 their liability of financial reporting and the preparation of 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 financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''s assets that could have a material effect on the 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 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 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 March 31, 2016, 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.

For JAGIWALA AND CO

Chartered Accountants

Firm Registration No.: 131184W

Yogesh R Jagiwala

Partner

Membership No. 016864

Mumbai, May 28, 2016

---

Mar 31, 2015

We have audited the accompanying Financial Statements of SEYA INDUSTRIES LTD ('The Company') which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 ('the Act') with respect to preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the Accounting Standard generally accepted in India, including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; section and application of appropriate accounting policies; making judgements, and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under sub-section 10 of Section 143 of the Act. Those standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments the auditor considers internal financial controls relevant to the Company's preparation of the financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system cover financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the

information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order, 2015 ("the Order") issued by the Central Government, in exercise of power conferred by sub-section 11 of Section 143 of the Act, we enclose in Annexure a statement on the matters specified in paragraph 3 and 4 of the Order.

2. As required by sub-section 3 of Section 143 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 purpose of our audit;

b. In our opinion, proper books of accounts 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, Statement of Profit & Loss and the Cash Flow Statement 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 Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014

e. On the basis of written representations received from the directors as on March 31, 2015 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2015 from being appointed as a director in terms of sub- section 2 of Section 164 of the Act.

f. 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 does not have any pending litigation which would impact its financial position

ii. The Company did not have any long-term contracts including derivatives contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

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

ANNEXURE TO INDEPENDENT AUDITOR'S REPORT

[Referred to in our report of even date]

i. Fixed Assets

a. The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets;

b. The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of two years. In accordance with this programme, portion of the fixed assets have been physically verified by the Management at during the year and no material discrepancies have been noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

ii. Inventories

a. The inventory except goods-in-transit has been physically verified by the management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of such verification is reasonable.

b. The procedures for the physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventories. The discrepancies noticed on verification between the physical stock and the books records were not material.

iii. Loans and Advances

The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Act.

iv. Internal Control System

In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and sale of goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weakness in internal control system.

v. Deposits

The Company has not accepted any deposits from the public in accordance with the provisions of Sections 73 to 76 of the Act and the Rules framed thereunder.

vi. Cost Records

We have broadly reviewed the records maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under sub-section 1 of section 148 of the Act and are of the Opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

vii. Statutory Dues

a. According to information and explanation given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues applicable to it.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, investor education and Protection Fund, Employees' State Insurance, Income-tax, Wealth-tax, Service tax, Sales-tax, Customs duty, Excise duty, Cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

c. In our opinion and according to the information and explanation given to us, during the year, no amount was pending to be transferred to Investor Education and Protection Fund.

viii. Accumulated Losses

The Company does not have accumulated loss as at the end of the year and has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

ix. Dues to Financial Institutions and Banks

In our opinion and information and explanations given to us, the Company has not defaulted in the repayment of dues to Financial Institutions and Banks.

x. Guarantees given

According to the information and explanations given to us, as the Company has not given any guarantee for loans taken by others from banks or financial institutions, the requirement of Clause 3(x) of the Order to comment on whether the terms and conditions whereof are prejudicial to the interest of the Company is not applicable.

xi. Term Loans

Based on the information and explanations given to us and documents provided to us, term loans were, prima facie, applied for the purpose for which the loans were obtained.

xii. Frauds Noticed

According to the information and explanations given to us, no instances of material fraud on or by Company has been noticed or reported during the course of our Audit.

For JAGIWALA AND CO Chartered Accountants ICAI FRN: 1311184W

Yogesh R Jagiwala Partner M. No. 016864 Mumbai, May 28, 2015

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Mar 31, 2014

We have audited the accompanying Financial Statements of SEYA INDUSTRIES LTD (''The Company'') which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT RESPONSIBILITY FOR THE FINANCIAL STATEMENTS:

The Company''s Management is responsible for the preparation of the financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Company Affairs) and in accordance with accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY:

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance, about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

opINIoN:

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statementsgive the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b. In the case of the Statement of Profit & Loss, of the profit of the Company for the year ended on that date; and

c. In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on other LEGAL AND regulatory REQUIREMENTS:

1. As required by the Companies (Auditors'' Report) Order, 2003 ("the Order") issued by the Central Government, Ministry of Corporate Affairs, in terms of Section 227 (4A) of the Act, we give in the Annexure a statement on the matters specified in paragraph 4 and 5 of the order;

2. As required by Section 227 (3) of the Act, we report that:

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

b. In our opinion, proper books of accounts 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, Statement of Profit & Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Act (which continue to be applicable in respect of section 133 of the Companies Act, 2013 in terms of General circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs).

e. On the basis of written representations received from the directors as on 31st March, 2014 taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2014 from being appointed as a director in terms of Section 274(1)(g) of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT (Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

i. Fixed Assets:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets;

b. The fixed assets have been physically verified by the Management at reasonable intervals. According to the information and explanation given to us, material discrepancies, if any, so noticed on such verification have been properly dealt with in the books of account;

c. No substantial parts of fixed assets of the Company have been disposed off during the year so as to affect the going concern status of the Company.

ii. Inventories:

a. According to information and explanation given to us, physical verification of inventory has been conducted by the Management at reasonable intervals;

b. In our opinion and according to the information and explanations given to us, the procedures for physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and nature of its business;

c. In our opinion and according to the information and explanation given to us, the Company has maintained proper records of its inventories and material discrepancies, if any, so noticed on such verification have been properly dealt with in the books of account;

iii. Loans and advances granted / taken from certain entities:

a. The Company has not granted any Loans, secured or unsecured to Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956;

b. In view of what has been stated above in clause(a) hereinabove, the provisions of clauses 4(iii)(b) of the Companies (Auditor''s Report) Order, 2003 (as amended) pertaining to rate of interest and other terms and conditions of the loan given by the Company, secured or unsecured, are not applicable to the Company;

c. In view of what has been stated above in clause(a) hereinabove, the provisions of clauses 4(iii)(c) of the Companies (Auditor''s Report) Order, 2003 (as amended) pertaining to whether receipt of the principal amount and interest are also regular, are not applicable to the Company;

d. In view of what has been stated above in clause(a) hereinabove, the provisions of clauses 4(iii)(d) of the

Companies (Auditor''s Report) Order, 2003 (as amended) pertaining to recovery of overdue amount of principal and interest (if any), are not applicable to the Company;

e. The Company has not taken any Loans, secured or unsecured from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 except one party, the outstanding balance of which at the year-end is ''115.10 Lakhs and the maximum amount involved during the year was ''125.91 Lakhs;

f. There are no stipulations as to the rate of interest and other terms and conditions of the unsecured loan taken by the Company, however we are of the opinion that such loan is prima-facie not pre-judicial to the interest of the Company;

g. There are no stipulations as to the repayment of the principal amount and interest and hence as such there are no overdue amounts;

iv. Internal Control System:

In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed asset and with regard to the sale of goods and services. During the course of our audit, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the internal control procedures.

v. Contract or arrangements referred to in Section 301 of the Companies Act, 1956:

a. According to information and explanation given to us, we are of the opinion that the contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b. In our opinion, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 and exceeding the value of ''5 Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi. public Deposits:

Based on the information furnished to us, the Company has not accepted any Deposits from Public hence the provisions of Section 58A, 58AA or any other relevant provisions of the Act, and the Companies (Acceptance of Deposit) Rules 1975, with regard to the deposits accepted from the public are not applicable.

vii. Internal Audit System:

In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the Management have been commensurate with the size and nature of its business.

viii. Cost Records:

We have broadly reviewed the books of accounts maintained by the Company in respect of products where pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We however, have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix. Statutory Dues:

a. According to information and explanation given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues applicable to it.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, investor education and Protection Fund, Employees'' State Insurance, Income-tax, Wealth-tax, Service tax, Sales-tax, Customs duty, Excise duty, Cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

x. Accumulated Losses:

The Company does not have accumulated loss as at the Balance sheet date and the Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi. Dues to Financial Institutions, Banks and Debenture Holders:

In our opinion and information and explanations given to us, the Company has not defaulted in the repayment of dues to Financial Institutions and Banks.

xii. Securities for Loans and Advances Granted:

According to the information and explanations given to us, the Company has not granted any Loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. Special Statute:

According to information and explanation given to us, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

xiv. Dealings / Trading in Shares, Securities, Debentures and other Investments:

According to information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

xv. Guarantees Given:

According to information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

xvi. Term Loans:

Based on the information and explanations given to us and documents provided to us, term loans were, prima facie, applied for the purpose for which the loans were obtained.

xvii. Utilisation of Funds:

On an overall examination of the Balance Sheet and the Cash Flow of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

xviii. Preferential Allotment of shares:

The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act during the year.

xix. Security for Debenture issued:

The Company has not issued any debentures during the year.

xx. Public Issue of Equity Shares:

During the year, the Company has not raised any money by public issue.

xxi. Frauds Noticed:

During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For JAGIWALA AND CO Chartered Accountants ICAI Firm Regn. No.: 1311184W

Yogesh R Jagiwala partner M. No. 016864

place: Mumbai Date: May 30, 2014

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s. SEYA INDUSTRIES LTD. as at 31st March, 2012, the Statement of profit and loss for the year ended on that date including income and expenditure of construction period and also the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

a) We have 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 appears from the examination of the books;

c) The Balance Sheet, Statement of Profit and Loss including Income and Expenditure of construction period, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss including Income and Expenditure of construction period and the Cash Flow Statement for the year ended on 31st March, 2012 dealt with by this Report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of the written representations received from the Directors as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to

i) The Company is not providing for accrued liabilities of Gratuity and Leave Encashment based on actuarial valuation but same are provided for on adhoc basis. In the Circumstances, we are unable to quantify the sums and relevant information for accrued liability of gratuity and leave encashment and thus the Company has not complied with Accounting Standard 15 (AS 15).

ii) No provision, as per AS-22 being accounts for deferred taxes, has been made nor the said provision of deferred tax liability has been worked out by the Company and management feel that there are no deferred tax liability nor deferred tax asset as the company has not started commercial production for all its products.

iii) The Company has not paid managerial remuneration as per parameters provided in Schedule XIII of the Companies Act, 1956 and accordingly entire Managerial Remuneration is required to be approved by Central Government and to the extent of Rs. 22.33 Lakhs, the profit of the company is understated in the Statement of Profit & Loss.

iv) As per resolution passed in the Last Annual General Meeting for conversion of Loans in to Equity Share Capital of the Company, the Company has not taken further steps as authorized by shareholders.

give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2012;

ii) in the case of Statement of Profit and Loss including Income and Expenditure of construction period of the capital expenditure pending allocation of the Company for the year ended on that date; and

iii) In the case of the Cash Flow Statement, of the Cash Flow for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

(Referred to in paragraph 3 of our report of even date)

1. a) In our opinion, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets;

b) As informed to us, fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies have been noticed on such verification; and

c) According to the information and explanation given to us, the Company has not disposed off any part of fixed assets during the year.

2. a) The inventory was physically verified during the year by the Management. In our opinion, the frequency of verification is reasonable;

b) The procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business; and

c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. The Company has neither granted nor taken any loans, secured or unsecured, to or from Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to information and explanation given to us the internal control system is commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for the sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. a) In our opinion and according to the information and explanation given to us, there are no transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956; and

b) As there are no transactions that need to be entered into the register maintained under section 301 of the Act, paragraph 4(v)(b) of the order is not applicable.

6. The Company has not accepted deposits from public and hence, the provisions of Clause (vi) of CARO, 2003 are not applicable.

7. The Company does not have a formal internal audit system. However, according to the information and explanations given to us, operating control system is commensurate with the size of the Company and nature of its business.

8. As per the provisions of Section 209(1) (d) of the Companies Act 1956, we are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records for determining whether they are accurate and complete.

9. According to the information and explanations given to us and on the basis of our examination of the books of account of the Company, except for minor delays in some cases, the Company has been regular in depositing undisputed statutory dues including provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with appropriate authorities. As explained to us, the Company did not have any dues on account of Employees' State Insurance.

10. The Company does not have accumulated losses as at the date of Balance Sheet. The Company has not incurred cash losses during the financial year.

11. In our opinion and according to the information and explanations given to us, the Company does not have any dues payable to Banks and Financial Institutions. Therefore, reporting on any default in payment of dues does not arise.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. In our opinion, since no term loans have been availed by the Company, therefore reporting on application of the term loan for any other purpose does not arise.

17. According to the information and explanations given to us, the Company has not borrowed either Long Term Loan or Short Term Loan during the year, hence question does not arise of funds raised on short term basis used for long term investment or vice versa.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of any shares to parties and companies covered under Section 301 of the Companies Act, 1956.

19. The Company did not have any outstanding debentures during the year.

20. The Company has not raised any money by public issues during the year.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of audit.



FOR JAGIWALA AND ASSOCIATES CHARTERED ACCOUNTANTS ICAI Firm Registration No. 131003W

(YOGESH R. JAGIWALA) PARTNER Membership No. 016864

Place : Camp: Tarapur, Dist. Thane Date : 11.08.2012

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Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s. SEYA INDUSTRIES LIMITED (FORMERLY KNOWN AS SRIMANS ORGANIC CHEMICAL INDUSTRIES LTD) as at 31st March, 2011, the profit and loss Account for the year ended on that date including income and expenditure of construction period and also the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

a) We have 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 appears from the examination of the books;

c) The Balance Sheet, Profit and Loss Account including Income and Expenditure of construction period, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss Account including Income and Expenditure of construction period and the Cash Flow Statement for the year ended on 31st March, 2011 dealt with by this Report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of the written representations received from the Directors as on 31st March, 2011, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2011 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to

i) The Company is not providing for accrued liabilities of Gratuity and Leave Encashment but same are accounted on Cash basis. In the Circumstances, we are unable to quantify the sums for accrued liability of gratuity and leave encashment,

ii) No provision, as per AS-22 being accounts for deferred taxes, has been made nor the said provision of deferred tax liability has been worked out by the Company and management feel that there are no deferred tax liability nor deferred tax asset as the company had recently started the commercial production.

iii) Item under the head "paid up capital" stated in Balance Sheet Abstract and Company's General Business Profile stated for balance sheet as at 31st March, 2011 includes application money pending allotment of shares of Rs 15126.17 lacs as there is no separate box/space to state the same; give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2011;

ii) in the case of Profit and Loss Account including Income and Expenditure of construction period of the capital expenditure pending allocation of the Company for the year ended on that date; and

iii) In the case of the Cash Flow Statement, of the Cash Flow for the year ended on that date.

Annexure to the Auditor's Report (Referred to in paragraph 3 of our report of even date)

1. a) In our opinion, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) As informed to us, fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies have been noticed on such verification.

c) According to the information and explanation given to us, the Company has not disposed off substantial part of fixed assets during the year.

2. a) The inventory was physically verified during the year by the Management. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. The Company has neither granted nor taken any loans, secured or unsecured, to or from Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to information and explanation given to us the internal control system is commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for the sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. a) In our opinion and according to the information and explanation given to us, there are no transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956.

b) As there are no transactions that need to be entered into the register maintained under section 301 of the Act, paragraph 4(v)(b) of the order is not applicable.

6. The Company has not accepted deposits from public and hence, the provisions of Clause (vi) of CARO, 2003 are not applicable.

7. The Company does not have a formal internal audit system. However, according to the information and explanations given to us, operating control system are commensurate with the size of the Company and nature of its business.

8. We have been informed that as per the provisions of Section 209(1) (d) of the Companies Act 1956, that the Company has not maintained the cost records in view of the fact that as per the notification of the Central Government, the preceding years turnover of the company of the said products in aggregate do not exceed Rs. 10 Crores.

9. According to the information and explanations given to us and on the basis of our examination of the books of account of the Company, except for minor delays in some cases, the Company has been regular in depositing undisputed statutory dues including provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with appropriate authorities. As explained to us, the Company did not have any dues on account of Employees' State Insurance

10. The Company does not have accumulated losses as at the date of Balance Sheet. The Company has not incurred cash losses during the financial year.

11. In our opinion and according to the information and explanations given to us, the Company does not have any dues payable to Banks and Financial Institutions. Therefore, reporting on any default in payment of dues does not arise.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. In our opinion, since no term loans have been availed by the Company, therefore reporting on application of the term loan for any other purpose does not arise.

17. According to the information and explanations given to us, the company has not borrowed either Long Term Loan or Short Term Loan during the year, hence question does not arise of funds raised on short term basis used for long term investment or vice versa.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of any shares to parties and companies covered under Section 301 of the Companies Act, 1956.

19. The Company did not have any outstanding debentures during the year.

20. The Company has not raised any money by public issues during the year.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of audit.

FOR JAGIWALA AND ASSOCIATES. CHARTERED ACCOUNTANTS ICAI Firm Registration No.131003W

(YOGESH R. JAGIWALA) Place : Mumbai PARTNER Date : August 27, 2011 Membership No. 016864

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Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s. SRIMAN ORGANIC CHEMICAL INDUSTRIES LIMITED as at 31st March, 2010, the Income and Expenditure Account for the year ended on that date during construction period and also the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our. responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

a) We have 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 appears from the examination of the books;

c). The Balance Sheet, the Income and Expenditure Account during construction period, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, the Income and Expenditure Account during construction period and the Cash Flow Statement for the year ended on 31st March, 2010 dealt with by this Report comply with the accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of the written representations received from the Directors as on 31st March, 2010, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being appointed as a Director in terms "of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to

i) The Company is not providing for accrued liabilities of Gratuity and Leave Encashment but same are accounted on Cash basis. In the Circumstances, we are unable to quantify the sums for accrued liability of gratuity and leave encashment,

ii) No provision as per AS-22 being accounts for deferred taxes has been made nor the said provision of deferred tax liability has been worked out by the Company and

iii) During the year under review in addition to and in continuation of contribution of the funds provider, as per existing contract, the fund provider additionally provided funds to the tune of Rs. 13078.24 lacs towards the - companys rationalization process. Accordingly the management of the Company negotiated with the fund provider and assured that their entire contribution will be converted into equity shares of the Company. The Company has executed necessary contract based on which the Company has agreed to allot equity shares at par which at present has been treated as Application Money pending allotment and said shares as informed to us will be issued with due compliance of provisions of the Companies Act 1956 and as per terms of Listing Agreement entered with Stock Exchanges. As informed to us after allotment the said shares will have pari passu rights with other shares of the Company. We have been informed that said equity/preference shares when allotted will be treated as consideration received in cash as per circular no.8/32/(75) 77-CL-V,dated 13th March 1978 issued by the Company Law Board Department

iv) Item under the head "paid up capital" stated in Balance Sheet Abstract and Companys General Business Profile stated for balance sheet as at 31st March, 2010 includes application money pending allotment of shares of Rs 13078.24 lacs as there is no separate box/space to state the same;

give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2010;

ii) in the case of the Income and Expenditure during construction period of the capital expenditure pending allocation of the Company for the year ended on that date; and

iii) In the case of the Cash Flow Statement, of the Cash Flow for the year ended on that date.

Annexure to the Auditors Report (Referred to in paragraph 3 of our report of even date)

1. a) In our opinion, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) As informed to us, fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies have been noticed on such verification.

c) According to the information and explanation given to us, the Company has not disposed off substantial part of fixed assets during the year.

2. a) The inventory was physically verified during the year by the Management. In our opinion, the frequency of verification

is reasonable.

b) The procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. The Company has neither granted nor taken any loans, secured or unsecured, to or from Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to information and explanation given to us the internal control system is commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for the sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. a) In our opinion and according to the information and explanation given to us, there are no transactions that need to be

entered in the register maintained under Section 301 of the Companies Act, 1956.

b) As there are no transactions that need to be entered into the register maintained under section 301 of the Act, paragraph 4(v)(b) of the order is not applicable.

6. The Company has not accepted deposits from public and hence, the provisions of Clause (vi) of CARO, 2003 are not applicable.

7. As informed by the Management of the Company the Company is not required to have any internal audit system as there has been no commercial production. Accordingly reporting of same being commensurate with the size and nature of its business does not arise.

8. As explained to us, the Central Government has not prescribed maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 for the products of the Company.

9. According to the information and explanations given to us and on the basis of our examination of the books of account of the Company, except for minor delays in some cases, the Company has been regular in depositing undisputed statutory dues including provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with appropriate authorities. As explained to us, the Company did not have any dues on account of Employees State Insurance.

10. The Company does not have accumulated losses as at the date of Balance Sheet. The Company has not incurred cash losses during the financial year.

11. In our opinion and according to the information and explanations given to us, the Company does not have any dues payable to Banks and Financial Institutions. Therefore, reporting on any default in payment of dues does not arise.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/society

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. In our opinion, since no term loans have been availed by the Company, therefore reporting on application of the term loan for any other purpose does not arise.

17: According to the information and explanations given to us, we are of the opinion that no funds raised on short term basis have been used for long term investment.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of any shares to parties and companies covered under Section 301 of the Companies Act, 1956.

19. The Company did not have any outstanding debentures during the year.

20. The Company has not raised any money by public issues during the year.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of audit.

For J AGIWALA AND ASSOCIATES.

Chartered Accountants (Reg.No.131003W)

(Yogesh R Jagiwala)

Partner Membership No.016864

Camp, Tarapur, Dist- Thane.

Date: August 12, 2010