First Winner Industries Ltd Auditor Reports

To the Members of

First Winner Industries Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of First Winner Industries Limited ("the Company"), comprise the Balance Sheet as at 31 March 2017 and the Statement of Profit and Loss for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Managements Responsibility for the Standalone Financial Statements

The Companys 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 and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial 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 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 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 financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditors 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 Companys preparation of the financial statements that give a true and fair view in order to design audit that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companys Directors, as well as evaluating the overall presentation of the standalone 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 financial statements.

Opinions

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 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 31 March 2017 and its loss for the year ended on that date.

Matter of Emphasis

1. Financial statements of the Company in respect of high trade receivables which is more than 365 days and no turnover, default in repayment of its dues to lenders which indicates the existence of material uncertainty that may cast significant doubt about the Companys ability to continue as going concern. The Company has prepared the accompanying financial statements on going concern assumption.

2. Based on our examination of records and according to information and explanation given to us, the Company has defaulted in repayment of dues to State Bank of India and other banks for Short term borrowing and from others - refer "Note 4, 7 and 9".

Report on other Legal and Regulatory Requirements

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, we give in the Annexure A, a statement on the matters specified 4 of the Order.

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 and the Statement of Profit and Loss 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 the written representations received from the Directors as on 31 March 2017 taken on record by the Board of Directors, none of the Directors are disqualified as on 31 March 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 the Annexure B; and

(g) with respect to the other matters to be included in the Auditors 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:

1. the company does not have any pending litigations which would impact its financial positions except this,

Name of the Statute	Nature of Dues	Amount (In Rs.)	Period to which the amount relates (Assessment Year)	Forum where dispute is pending
The Income Tax Act, 1961	Income Tax & Interest Demand (Reopening)	Rs. 5,78,97,238/-	2008-09	Commissioner of Income Tax (Appeals) 51, Mumbai
The Income Tax Act, 1961	Income Tax & Interest Demand (Search)	Rs. 15,11,27,369/-	2009-10	Commissioner of Income Tax (Appeals) 51, Mumbai
The Income Tax Act, 1961	Income Tax & Interest Demand (Search)	Rs. 28,45,147/-	2010-11	Commissioner of Income Tax (Appeals) 51, Mumbai
The Income Tax Act, 1961	Income Tax & Interest Demand (Search)	Rs. 9,59,15,749/-	2011-12	Commissioner of Income Tax (Appeals) 51, Mumbai
The Income Tax Act, 1961	Income Tax & Interest Demand (Search)	Rs. 8,21,12,598/-	2012-13	Commissioner of Income Tax (Appeals) 51, Mumbai
The Income Tax Act, 1961	Income Tax & Interest Demand	Rs. 29,52,870/-	2011-12	Income Tax Appellate Tribunal

2. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

3. there has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

AVESH PATEL & Co.

Chartered Accountants

Avesh A. Patel

Proprietor

[M. No. : 125396]

F.R.NO : 133174W

Place : Mumbai

Date : 30/05/2017

Annexure A to the Independent Auditors Report – 31 March 2017.

With reference to the Annexure A referred to in the Independent Auditors Report to the members of the Company on the standalone financial statements for the year ended 31 March 2017, we report the following:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which the fixed assets are verified by the management according to a phased programme designed to cover all the items over a period of three years.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties as disclosed in Note No. 11 to the standalone financial statements, are held in the name of the Company.

(ii) The Company does not have any inventory at the close of the year. Hence, the requirement of clause (ii) of paragraph 3 of the said Order is not applicable to the Company.

(iii) (a) The Company has not granted loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanation given to us, the Company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

(v) In our opinion, and according to the information and explanations given to us, the Company has not accepted deposits 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, paragraph 3(v) of the Order is not applicable to the Company.

(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

(a) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees State Insurance, Income-tax, Sales-tax, Service tax, Duty of customs, Duty of excise, Value added tax, cess and other material statutory dues have not been generally regularly deposited during the year by Company with the appropriate authorities.

According to the information and explanations given to us, company has no transaction during the year and in current year there were no undisputed amounts payable in respect of Provident fund, Employees State Insurance, Income-tax, Sales-tax, Service tax, Duty of customs, Duty of excise, Value added tax, cess and other material statutory dues were in arrears as at 31 March 2017 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Income-tax, Sales tax, Service tax, Duty of customs, Duty of excise and Value added taxes at 31 March 2017 which have not been deposited with the appropriate authorities on account of any dispute except following:

Name of the Statute	Nature of Dues	Amount (In Rs.)	Period to which the amount relates (Assessment Year)	Forum where dispute is pending
The Income Tax Act, 1961	Income Tax & Interest Demand (Reopening)	Rs. 5,78,97,238/-	2008-09	Commissioner of Income Tax (Appeals) 51, Mumbai
The Income Tax Act, 1961	Income Tax & Interest Demand (Search)	Rs. 15,11,27,369/-	2009-10	Commissioner of Income Tax (Appeals) 51, Mumbai
The Income Tax Act, 1961	Income Tax & Interest Demand (Search)	Rs. 28,45,147/-	2010-11	Commissioner of Income Tax (Appeals) 51, Mumbai
The Income Tax Act, 1961	Income Tax & Interest Demand (Search)	Rs. 9,59,15,749/-	2011-12	Commissioner of Income Tax (Appeals) 51, Mumbai
The Income Tax Act, 1961	Income Tax & Interest Demand (Search)	Rs. 8,21,12,598/-	2012-13	Commissioner of Income Tax (Appeals) 51, Mumbai
The Income Tax Act, 1961	Income Tax & Interest Demand	Rs. 29,52,870/-	2011-12	Income Tax Appellate Tribunal

(vii) The Company have outstanding dues to financial institutions, banks or debenture holders during the year refer "Note 4, 7 and 9".

(viii) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) and has not obtained any term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable to the Company.

(ix) 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 material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

(x) In our opinion and according to the information and explanations given to us, the managerial remuneration has not been paid or provided.

(xi) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company and the Nidhi Rules, 2014 are not applicable to it. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

(xii) In our opinion and according to the information and explanations given to us, the Company has not entered into transactions with related parties.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.

AVESH PATEL & Co.

Chartered Accountants

Avesh A. Patel

Proprietor

[M. No. : 125396]

F.R.NO : 133174W

Place : Mumbai

Date : 30/05/2017

Annexure B to the Independent Auditors Report of even date on the Financial statements of First Winner Industries Limited – 31 March 2017

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 First Winner Industries Limited(the Company)as of 31 March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys 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 companys 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 Companys 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 Financial Controls and, 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 auditors 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 Companys internal financial controls system over financial reporting.

A companys 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 companys 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 companys 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 financialcontrols over financial reporting to future periods are subject to the risk that 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.

Basis of Qualified Opinion

The standard operating procedures and internal controls procedures are not established since there are no transactions. opinion

In our opinion, the Company has, in all material respect, except to the matters mentioned in the basis for qualified opinion paragraph, an adequate internal financial controls system over financial reporting reporting were operating effectively as at 31 March 2017, 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.

AVESH PATEL & Co.

Chartered Accountants

Avesh A. Patel

Proprietor

[M. No. : 125396]

F.R.NO : 133174W

Place : Mumbai

Date : 30/05/2017