INDEPENDENT AUDITOR’S REPORT

To The Members of TAYO Rolls Limited

Report on the Standalone IndAS finial Statements

We have audited the accompanying standalone Ind AS financial statements of TAYO ROLLS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31. 2018. the Statement of Profit and Loss (inducing other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (herein after referred to as ‘Standalone IndAS Financial Statements").

Management's Responsibility for the Standalone IndAS 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 the preparation of these standalone Ind AS Financial statements that give a true and fair view of the financial position, finial performance inducing other comprehensive Income, cash flows and changes in equity of the Company in accordance with Ihe accounting principles generally accepted in India, including the Indian Accounting Standard (IndAS) specified under Section 133 of the Act read with Rules issued thereunder. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities: selection and application of appropriate accounting policies: making judgments and estimates that are reasonable and prudent: and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records. relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error

Auditors’ Responsibility

Our responsibility is to express an opinion on these standalone IndAS 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 there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor's judgment, in during 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 IndAS Financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also induces evaluating the appropriateness of the accounting polices 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 standalone IndAS 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 pimples generally accepted in India, including the IndAS of the Financial position of the Company as at March 31, 2018, and its loss, total comprehensive loss . its cash flows and the changes in equity for the year ended on that date

Emphasis of Matter

We draw attention to note no. 2.2 in the financial statements wherein it is indicated that, the Company has accumulated losses and its net worth has been fully eroded. The Company has incurred a net loss during the current and previous years and the Company's current liabilities exceeded its current assets as at the balance sheet date. These conditions, along with other matters set forth in note 2.2, indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Accordingly, the financial statements of the Company have been prepared on other than going concern basis for reason the reasons stated in the said note The assets have been stated at the lower of their historic cost and estimated net realizable values and the liabilities have been stated at the values at which they are expected to be discharged

Our opinion is not modified in respect of this matter Report on Other Legal and Regulatory Requirement

1. As required by the Companies (Auditor's Report) Order. 2016 (“the order”) issued bythe Central Government of India h terms of Subsection (11) of Section 143 of the Act. we give in the “Annexure. a statement on the matters specified in paragraphs 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 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 Cash Flow Statement and the Statement of the 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 133of the Act. read with relevant rule issued thereunder;

(e) The going concern matter described in "Emphasis of Matter' paragraph above, in our opinion, may have an adverse effect on the functioning of the Company

(f) On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31.2018 from being appointed as a director in terms of Section 164 (2) of the Act;

(g) 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

(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 financial statements -Refer note 33.1 (a)of the standalone Ind AS financial statements.

ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses- Refer note 34.2 of the standalone IndAS financial statements.

iii. There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company- Refer note 34.3of the standalone IndAS financial statements.

(i) In respect of its fixed assets (property, plant and equipment):

a) The Company has maintained proper records showing full particulars, in duding quantitative details and situation of fixed assets

b) The fixed assets were physically verified during the year by the Management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals

According to the information and explanations given to us no material discrepandes were noticed on such verification.

c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / transfer deed / conveyance deed provided to us. we report that, the title deeds, comprising all the immovable properties of freehold buildings, are held in the name of the Company as at the balance sheet date.

The Company does not have any immovable properties of freehold land and leasehold land and buildings that have been taken on lease and disposed as fixed assets in the IndAS financial statements

(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnership or other parties covered in the Register maintained under Section 189of the Companies Act. 2013.

(iv) The Company has not granted any loans, made investments or provided guarantees and hence reporting under clause (iv)of the CARO 2016 is not applicable.

(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year. In respect of unclaimed deposits, the Company has complied with the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013.

As informed to us, no order has been passed by the Company law Board and National Company Law Tribunal or Reserve Bank of India or any other tribunal against the company for any violation of deposit rules as referred above.

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

(vii) According to the information and explanations given to us, in respect of statutory dues:

a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Income tax. Sales Tax, Service Tax. Goods and Service Tax. Customs Duty. Excise Duty. Value Added Tax, cess and other material statutory dues applicable to it to the appropriate authorities.

We are informed that the Company has applied for an exemption from the operation of the provisions of Employees' State Insurance Act, 1948 forth financial year2017-18. which approval is awaited from the relevant authorities.

b) There were no undisputed amounts payable in respect of Provident Fund. Income-tax, Sales Tax, Service Tax, Goods and Service Tax, Customs Duty, Excise Duty, \talue Added Tax. cess and other material statutory dues in arrears as at 31 March, 2018 for a period of more than six months from the date they became payable.

We are informed that the Company has applied for an exemption from the operation of the provisions of Employees' State Insurance Act, 1948 for the financial year2017-18, which approval is awaited from the relevant authorities.

c) Details of dues of Income Tax. Excise Duty and Value Added Tax which have not been deposited as on 31 March2018on account of disputes are given below

(viii) The company has not defaulted in repayment of loans or borrowing to a financial institution, bank, government or dues to debenture holders.

(ix) The Company has not raise any money by way of initial public offer or further public offer(including debt instruments)and term loans during the year Accordingly, paragraph 3 (ix) of the Order is not applicable.

(x) No fraud by the company or any material fraud on the Company by its officers or employees has been noticed or reported during the year .

(xi) The Company has not paid any managerial remuneration during the current financial year Accordingly. paragraph 3 (xi) of the Order is not applicable

(xii) The Company is nota Nidhi Company. Accordingly, paragraph 3 (xii)of the Order is not applicable.

(xiii) All transactions with the related parties are incompliance with section 77 and 188 of Companies Act. 2013 and the details have been disclosed in the Financial Statements etc.. as required by the applicable accounting standards:

(xiv) The company has made preferential allotment during the year under review: 2013.

In respect of the above issue, we further report that

a) the requirements of Section 42 of the Companies Act, 2013, as applicable, have been complied with: and

b) the amounts raised have been applied by the Company during the year for the purposes for which the funds were raised, others an temporary deployment pending application

During the year, the Company has not made any preferential allotment or private placement of fully or partly convertible debentures.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, there are no personal expenses which have been charged to the revenue account and the Company has not entered into non-cash transactions with directors or persons connected with him.

(xvi) The company is not required to be registered under section 45-IAof the Reserve Bank of India Act, 1934

Annexure to the Independent Auditors' Report to the Members of TAYO Rolls Limited referred to in paragraph 2 (g) of Report on Other Legal and Regulatory Requirements in our Report of even date

Report on the Internal Financial Controls 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 TAYO Rolls Limited as of March 31. 2018 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 Finial Reporting (the "Guidance Note ") and the Standards on Auditing to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India 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 that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's 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 the reliability of financial reporting and the preparation of financial statements for external purposes In accordance with generally accepted accounting principles 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 overfinancial 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, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls overfinancial 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 AMK & ASSOCIATES

Bhupendra Kumar Bhutia

Chartered Accountants

PARTNER

Firm Reg. No. 327817E

Membership No. 059363