ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
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(a)
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Resignation
of Previous Independent Registered Public Accounting Firm
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On November 5, 2020 Palayan Resources Inc. received formal
notice that our independent auditors, Sadler, Gibb & Associates, LLC (“SGA”) had made the decision to resign as
our independent accountants effective November 5, 2020. On November 6, 2020, the Board of Directors voted unanimously to accept
the resignation.
SGA audited the financial statements of the Company for
the last five years ending March 31, 2020. The report of SGA on such financial statements, dated March 31, 2020, did not contain
an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.
For the past two fiscal years and subsequent interim
periods though the date of resignation, there have been no disagreements with the former accountants on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to
the satisfaction of SGA, would have caused them to make reference thereto in their report on the financial statements.
During the two most recent fiscal years and the interim
period to the date of their resignation, there have been no reportable events, as that term is defined in Item 304(a)(1)(v) of
Regulation S-B.
During the Company's two most recent fiscal years, and
since then, SGA has not advised the Company that any of the following exist or are applicable:
(1)
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That the internal controls necessary for the Company to develop reliable
financial statements do not exist, that information has come to their attention that has led them to no longer be able
to rely on management's representations, or that has made them unwilling to be associated with the financial statements
prepared by management.
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(2)
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That the Company needs to expand significantly
the scope of its audit, or that information has come to their attention that if further investigated may materially impact
the fairness or reliability of a previously issued audit report or the underlying financial statements or any other financial
presentation, or cause them to be unwilling to rely on management's representations or be associated with the Company's
financial statements for the foregoing reasons or any other reason, or
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(3)
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That they have advised the Company that information has come to their
attention that they have concluded materially impacts the fairness or reliability of either a previously issued audit
report or the underlying financial statements for the foregoing reasons or any other reason.
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We have provided Sadler, Gibb & Associates, LLC a
copy of the disclosure made in response to this Item 4.01 and have requested that Sadler, Gibb & Associates, LLC provide a
letter addressed to the Securities & Exchange Commission confirming their agreement with the disclosure contained herein.
Pursuant to our request, Sadler, Gibb & Associates, LLC has provided the letter attached hereto as Exhibit 16.1.
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(b)
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Engagement
of New Independent Registered Public Accounting Firm
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On November 6, 2020, Pohl, TAAD, LLP (“TAAD”),
Certified Public Accountants of Diamond Bar, California, were appointed by the Company to review our financial statements for
the quarter ended September 30, 2020. During our two most recent fiscal years and the subsequent interim periods preceding their
appointment as independent accountants, neither the Company nor anyone on its behalf consulted TAAD regarding either the application
of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be
rendered of the Company's consolidated financial statements, nor has TAAD provided to the Company a written report or oral advice
regarding such principles or audit opinion.