Sancia Global Infraprojects Ltd Auditors Report.

To

The Members of

Sancia Global Infraprojects Limited Report on the Financial Statements

We have audited the accompanying financial statements of M/s Sancia Global Infraprojects Limited (hereinafter referred to as "the Company") comprising of the Balance Sheet as at 31st March, 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 (hereinafter referred to as "the financial statements").

Managements Responsibility for the 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 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 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 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 procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has an adequate internal financial controls system over financial reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companys Board of 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 standalone financial statements.

Basis for Qualified Opinion

1. The Financial Statements of the company has been prepared on a going concern basis, although Note -23 in the financial statement indicates, that the Company has accumulated losses of the Company is Rs. 402.02 Crores (Previous year: Loss Rs. 411.25 crores) and its net worth is negative Rs.197.04 Crores (Previous period: Negative Rs. 206.27crores) at the end of the reporting period which indicates erosion of Net worth of the Company. The Company can be termed as "SICK" within the meaning of clause (O) of sub section (1) of section 3 of the Sick Industrial Companies (Special Provision) Act, 1985.

The Company has during the year under consideration incurred Net Profit of Rs. 9.23cr. due to the impact of deferred tax during the current financial year (Previous Year Loss Rs. 3.13 Crore) and net cash profit during the current year of Rs. 0.30 Crore (Previous year cash profit = Rs. 0.57 Crore). Also, the Company current liabilities exceeded its current assets as at the balance sheet date. These conditions, along with other matters set forth in Note- 33 indicate the existence of a material uncertainty that cast significant doubt about the Companys ability to continue as a going concern. However, the financial statements of the Company have been prepared on a going concern basis for the reasons stated in the Note -34

2. The company has defaulted on payment of dues to Banks & Financial Institutions. As stated in Note-21 the company has defaulted to redeem the FCCB along with interest.

3. State Bank of India has taken over the physical possession of the mortgaged property of the company situated at Village Rampar, Dist. Kutch, Gujarat and plot at Kalamboli (Maharashtra) under the recovery proceeding as per the SARFAESI Act 2002.

4. Bank of India (secured creditor) have assigned all the rights, title and interest in financial assistance in favour of "Edelweiss Asset Reconstruction Company Limited (EARC)" vide letter no. EdelARC/3985-2014 dated April 30, 2014 received from "Edelweiss Asset Reconstruction Company Limited."During the period under review company signed a terms of settlement dated 20th Oct. 2015 with "M/s Edelweiss Assets Reconstruction company Limited" (Secured Creditor) for settlement of its debt pertaining to EARC Trust-SC 19. As per the terms of the settlement the company/ investor shall pay an amount of Rs.18.40 cr. over the period of 2015 to 2022 by roping an investor i.e. M/s Infracon Equipments Private Limited who has executed an Agreement to sale dated 19th Oct. 2015 for purchase of entire mortgaged assets of the company by paying/ discharging the Secured liabilities/ secured debt to the secured creditor being "Edelweiss Asset Reconstruction Company Limited over the period of time duly mentioned in the terms of settlement dated 20th Oct. 2015.

During the period under consideration as per the deed of assignment M/s Infracon Equipments Private Limited assign its rights, title, interest and claims present and future if any to M/s Infracon Resources & Development Private Limited. Now Ml s Infracon Resources & Development Private Limited will be the beneficial owner of all the present and future encumbered or unencumbered tangible assets, receivables and advances including earlier advances made to CNPC BOMCO by M/s Sancia Global Infraprojects Limited in lieu of settlement/payment to the secured creditor/lender being "M/s Edelweiss Asset Reconstruction Company Limited" and "Bank of India" (the secured creditor/secured lender) considering the lower depreciable value of the tangible assets of the company.

During the period under Consideration Company obtain the possession of certain tangible assets along with the liability of custom duty associated with the same as per the Court order. This asset will also form part and parcel for settlement of secured lender i.e. M/s "Edelweiss Asset Reconstruction Company Limited."

5. During the period under consideration, company has settle the entire loan of M/s J & K Bank. J & K Bank is in the process to remove the charge on the entire equipments/machineries financed by them. M/s Infracon Resources & Development Private Limited will be the beneficial owner of all these equipments/machineries.

6. During the F.Y. 2013-14 M/s Suryoday Alio Metal Powders Limited, a company registered under the companies Act, 1956 and having its Registered office at 302, B- Wing, Narayan Chamber, 555 Narayan Peth Pune- 411030 (Maharashtra) filed a legal suit in the court at Kolkata for winding-up the company due to defaulting of payment of Rs. 1,04,19,948/- by M/s Sancia Global Infraprojects Limited. In the said matter The high court at Kolkata issued the order of liquidation of the company.

7. In the absence of details of testing for impairment of certain assets viz. Production plants which were not operational during the period, we are unable to state whether provisions, if any, is required to be made in this regard.

8. Short term Loans & Advances includes advances given to suppliers which are outstanding for more than one year. Relevant documents and confirmations of balances are yet to be obtained.

Qualified 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;

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2017;

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

c) In the case of the Cash Flow Statement, of the 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, based on the comments in the auditors reports of the Company, we give in the Annexure "A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

a. Except as stated in our comments under Basis of Qualified Opinion, 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 appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss, and 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. The going concern matter described in Basis of Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

f. On the basis of written representations received from the directors as on 31 March, 2017, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2017, 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 as Annexure -B.

h. With respect to the other matters included in the Auditors Report and to our best of our information and according to the explanations given to us we further report that

i) The Company has disclosed the impact of the pending litigations on its financial position in its financial statements as referred to notes to the financial statements.

ii) The Company did not have any long term contracts, including derivative contracts for which there were any material foreseeable losses.

iii) There have been no amounts which are required to be transferred to the Investor Education and Protection Fund by the Company.

iv) The company has provided requisite disclosure in Financial Statements as regards its holding and dealings in Specified Bank Notes as defined in Notification No S.O.3407(E) dated November 8, 2016 of the Ministry of Finance, during the period from November 8, 2016 to December 30, 2016.Based on audit procedures performed and representations provided to us by the management we report that the disclosures are in accordance with the books of accounts maintained by the company and as produced to us by the Management - Refer Note to the financial statements

For and on behalf of
M/s K.M. Tapuriah & Co.
Chartered Accountants
Firm Regn. No.:314043E
Sd /-
CA Naveen Mohta
Place: Mumbai (Partner)
Date: August 23, 2017 Membership no: 048111

Annexure to the Independent Auditors Report

The Annexure referred to in our Independent Auditors Report to the members of the Company on the standalone financial statements for the year ended 31 March 2017, we report that:

1 (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets subject to the annexure to the Auditors Report for the period ended on 31.03.2010.

(b) As explained to us, all fixed assets have not been physically verified by the management during the period but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(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 freehold land are held in the name of the Company.

2 As explained to us, company had no inventories except consumables spares during the year hence clause (ii) of the order is not applicable to the company.

3. In our opinion and according to the information and explanation given to us during the period under review 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 Companies Act, 2013 (the Act). Accordingly, Clause 3(iii) (a), (b) and (c) of the order are not applicable for the year.

4. In our opinion and according the information and explanation given to us, during the period under audit there are no loans, guarantees and securities granted in respect of which provisions of section 185 and 186 of the Companies Act 2013 are applicable and hence not commented upon.

5. The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable

6. To the best of our knowledge and belief, the Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, 2013 for any of the services rendered by the Company. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.

7. (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, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of statutory dues were in arrears as at 31 March 2017 for a period of more than six months from the date they became payable except Professional tax, Sales tax, service tax and Income tax.

(b) As at the Balance Sheet date, the following are the details of the disputed income tax that has not been deposited by the Company on account of disputes

Nature of Dues Amount Forum where dispute pending
Income tax
AY 2013-14 Rs 41,87,510/- CIT (Appeals)

8. The Accumulated losses of the Company is Rs. 402.02 Crores (Previous year: Loss Rs. 411.25 crores) and its net worth is negative Rs. 197.04 Crores (Previous period: Negative Rs. 206.27 crores) at the end of the reporting period which indicates erosion of Net worth of the Company. The Company can be termed as"SICK" within the meaning of clause (O) of sub section (1) of section 3 of the Sick Industrial Companies (Special Provision) Act, 1985.

9. The Company is having outstanding dues to financial institutions or banks and FCCB holders during the year as mentioned under the Qualified Opinion & Report on other Legal and Regulatory Requirements paragraph above.

10. According to the information and explanation given by the management, the company has neither raised any monies by way of initial public offer or further public offer and term loan during the year. Hence reporting under clause (ix) is not applicable.

11. According to the information and explanation given by the management, we report that the managerial remuneration has been paid/ provided in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Companies Act, 2013.

12. 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 and hence not commented upon.

13. In our opinion, during the period under review all transactions with the related parties are in compliance with section177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14. Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

15. Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

16. In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934.

For and on behalf of
M/s K.M. Tapuriah & Co.
Chartered Accountants
Firm Regn. No.:314043E
Sd /-
CA Naveen Mohta
Place: Mumbai (Partner)
Date: August 23, 2017 Membership no: 048111

Annexure "B" to the Auditors Report

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 Sancia Global Infraprojects Limited ("the Company") as of March 31, 2017 in conjunction with our audit of the 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. 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 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, both applicable to an audit of Internal 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.

Meaning of Internal Financial Controls 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 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, 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, 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

For and on behalf of
M/s K.M. Tapuriah & Co.
Chartered Accountants
Firm Regn. No.:314043E
Sd /-
CA Naveen Mohta
Place: Mumbai (Partner)
Date: August 23, 2017 Membership no: 048111