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Auditor Report of Honeywell Automation India Ltd.

Mar 31, 2023

To The Members of Honeywell Automation india LimitedReport on the Audit of the Financial Statements opinion

We have audited the accompanying financial statements of Honeywell Automation India Limited (âthe Companyâ), which comprise the Balance Sheet as at 31st March 2023, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

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 Companies Act, 2013 (âthe Actâ) 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, (âInd ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2023, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditorâs Responsibility for the Audit of the 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 (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIâs Code of Ethics. We believe that the audit evidence obtained by is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No.	Key Audit Matter	Auditorâs Response
1	Accuracy of revenue recognition in line with Ind AS	Principal Audit Procedures Performed:
	115 - âRevenue from Contracts with Customersâ	â¢ We tested the effectiveness of internal controls
	The Company recognizes revenue from turnkey contracts	over the recognition of revenue on Percentage
	on a percentage of completion basis in proportion of the	of Completion basis and the determination of
	contract costs incurred at balance sheet date, relative to	estimated contract costs including controls over
	the total estimated costs of the contract at completion.	the review of managementâs assumptions and key
	The recognition of revenue is therefore dependent on	inputs used to recognize revenue and costs on long
	estimates in relation to total estimated costs of each	term contracts using the input method on basis of
	such contract. The estimation of total costs involves	cost incurred.
	significant judgment and is assessed throughout the period of the contract to reflect any changes based on the latest available information. Cost contingencies are included in these estimates to take into account specific uncertain risks, arising within each contract. Provisions	â¢ We tested the relevant underlying computer application systems used in recording revenue/ project costs and budgeting systems including system generated reports.
	for estimated losses, if any, on uncompleted contracts	â¢ We selected samples of ongoing turnkey contracts,
	are recorded in the period in which such losses become	wherein revenue was recorded on percentage of
	probable based on the estimated efforts or costs to	completion basis, and performed the following:
	complete the contract.	- tested contractual terms by agreeing these back
	Given the significance of the judgments necessary to	to signed contracts, tested the mathematical
	estimate costs associated with these long-term contracts	accuracy of the cost incurred till date to budgeted
	(which varies upon the length of the contract), auditing	total cost and re-performed the calculation of
	long-term contracts requires a high degree of auditor	revenue recognized during the year based on the
	judgment.	percentage of completion;

Sr '' '' _No ! Key Audit Matter !	Auditorâs Response
\| Refer to Note Number. 2(g) and Note number 21 of the	- tested the actual costs incurred on construction
j Financial Statements.	works during the reporting period with supporting system reports on project status and extent of obligations fulfilled against the Companyâs estimates as provided in prior periods or initial budget to identify significant variations and evaluate whether those variations have been considered appropriately and timely. - performed enquiries with the project managers for the samples selected and corroborated their responses to the contract testing. - tested managementâs estimates of the impact to revenue and budgeted costs arising from scope changes made to the original contracts, claims, disputes and liquidation damages with reference to supporting documents including variation orders/executed purchase orders and correspondences between the Company and the customers. - performed a retrospective review of costs incurred with costs estimated to assess managementâs ability to achieve estimates and to identify potential bias in the recognition of revenue over time, if any.
2 Evaluation of Provisions, disclosures and analysis	Principal Audit Procedures Performed:
with respect to direct and indirect tax litigations
	â¢ We assessed managementâs processes and
j The Company has various disputes/litigations related to	tested the internal controls implemented for the
; direct and indirect taxes in various states and at various	identification, recognition and measurement of tax
\| levels of appellate authorities.	positions and its assessment of the potential impact on the Company.
The evaluation of the Companyâs position and	â¢ We received a statement of all ongoing disputes/
determination of possible outcome of these disputes
and provisions and related disclosures, if any, required to	litigations along with the necessary documentation
and provisions and related disclosures, if any, required to	and
be made in the books involves significant management
judgment.	- We evaluated managementâs assessments including advice/opinion obtained from
Refer Note 2(L) and note 34 to the financial statements.	external consultants/legal advisors with respect to prospects of success of appeals and tax proceedings. We involved our internal experts to challenge the managementâs position on the select litigations and to consider legal precedence and other rulings in evaluating managementâs position on these tax positions.
information other than the Financial Statements â¢	Our opinion on the financial statements does not cover
and Auditorâs Report Thereon	the other information and we do not express any form of assurance conclusion thereon.
â¢ The Companys Board of Directors is responsible for the
other information. The other information comprises the â¢	In connection with our audit of the financial statements,
information included in the Boardâs report including	our responsibility is to read the other information and,
specific Annexures to Boardâs Report and Management	in doing so, consider whether the other information is
Discussion and Analysis, but does not include financial	materially inconsistent with the financial statements or
statements and our auditorâs report thereon.	our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

â¢ If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other 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; 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 statement 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 Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Companyâs Board of Directors are also responsible for overseeing the Companyâs financial reporting process.

Auditorâs Responsibility for the Audit of the 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 auditorâs 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 judgment and maintain professional skepticism throughout the audit. We also:

â¢ 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.

for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

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

to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs 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 auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.

â¢ 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 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 financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditorâs 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 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, except for keeping backup on daily basis of such books of account maintained in electronic mode, in a server physically located in India (refer Note 43 to the financial statements).

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 relevant books of account.

d) In our opinion, the aforesaid financial statements comply with the 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) The observation relating to the maintenance of accounts and other matters connected therewith, are as stated in paragraph (b) above.

g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure

Aâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls with reference to financial statements.

h) With respect to the other matters to be included in the Auditorâs 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.

i) With respect to the other matters to be included in the Auditorâs 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 34 to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on longterm contracts including derivative contracts -Refer Note 35 to the financial statements

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 itâs knowledge and belief, 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 (âIntermediariesâ), 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 (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of itâs knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (âFunding Partiesâ), 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 (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

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

v. The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with section 123 of the Act, as applicable.

As stated in note 39 to the financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend proposed is in accordance with section 123 of the Act, as applicable.

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 31st March 2023.

2. As required by the Companies (Auditorâs Report) Order, 2020 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in âAnnexure Bâ a statement on the matters specified in paragraphs 3 and 4 of the Order.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firmâs Registration No. 117366W/W-100018)

Saira Nainar

Partner

(Membership No. 040081)

UDIN:23040081BGWLSZ1818

Place: Pune

Date: May 17, 2023

Mar 31, 2022

Report on the Audit of the Financial Statements Opinion

We have audited the accompanying financial statements of Honeywell Automation India Limited (âthe Companyâ), which comprise the Balance Sheet as at 31^st March 2022, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

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 Companies Act, 2013 (âthe Actâ) 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, (âInd ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (âSAâs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditorâs Responsibility for the Audit of the 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 (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIâs 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 financial statements.

Key Audit Matters

Sr.

No.

Key Audit Matter

Auditorâs Response

Accuracy of revenue recognition in line with Ind AS 115 Revenue from Contracts with Customers:

The Company recognizes revenue from turnkey contracts on a percentage of completion basis, using cost-based input method, which is determined by using a cost-to-cost input method. The estimation of total costs involves significant judgment and is assessed throughout the period of the contract to reflect any changes based on the latest available information. Cost contingencies are included in these estimates to take into account specific uncertain risks, arising within each contract. Provisions for estimated losses, if any, on uncompleted contracts are recorded in the period in which such losses become probable based on the estimated efforts or costs to complete the contract.

Given the significance of the judgments necessary to estimate costs associated with these long-term contracts (which varies upon the length of the contract), auditing long-term contracts requires a high degree of auditor judgment.

Refer to Note Number. 2(g) and Note number 21 of the Financial Statements

Principal Audit Procedures Performed:

â¢ We tested the effectiveness of internal controls over the recognition of revenue on Percentage of Completion basis and the determination of estimated contract costs including controls over the review of managementâs assumptions and key inputs used to recognize revenue and costs on long-term contracts using the cost-to-cost input method.

â¢ We tested the relevant underlying computer application systems used in recording revenue/project costs and budgeting systems including system generated reports.

â¢ We selected samples of ongoing turnkey contracts, wherein revenue was recorded on percentage of completion basis, and performed the following:

- tested contractual terms by agreeing these back to signed contracts, tested the mathematical accuracy of the cost incurred till date to budgeted total cost and re-performed the calculation of revenue recognized during the year based on the percentage of completion;

- tested the actual costs incurred on construction works during the reporting period with supporting system reports on project status and extent of obligations fulfilled against the Companyâs estimates as provided in prior periods or initial budget to identify significant variations and evaluate whether those variations have been considered appropriately and timely

- performed enquiries with the project managers for the samples selected and corroborated their responses to the contract testing.

- tested managementâs estimates of the impact to revenue and budgeted costs arising from scope changes made to the original contracts, claims, disputes and liquidation damages with reference to supporting documents including variation orders/executed purchase orders and correspondences between the Company and the customers.

- performed a retrospective review of costs incurred with costs estimated to assess managementâs ability to achieve estimates and to identify potential bias in the recognition of revenue over time.

Sr.

No.

Key Audit Matter

Auditorâs Response

Evaluation of Provisions, disclosures and analysis with respect to ongoing direct and indirect tax litigations

The Company has various ongoing direct and indirect taxes related disputes/litigations in various states and at various levels of appellate authorities.

The evaluation of the Companyâs position and determination of possible outcome of these disputes and provisions and related disclosures, if any, required to be made in the books involves significant management judgment.

Refer Note 2(L) and note 34 to the financial statements.

Principal Audit Procedures Performed:

â¢ We assessed managementâs processes and tested the internal controls implemented for the identification, recognition and measurement of tax positions and its assessment of the potential impact on the Company.

â¢ We received a statement of all ongoing disputes/litigations along with the necessary documentation and

- We evaluated managementâs assessments including advice/ opinion obtained from external consultants/legal advisors with respect to prospects of success of appeals and tax proceedings.

- We involved our internal experts to challenge the managementâs position on these select litigations and to consider legal precedence and other rulings in evaluating managementâs position on these tax positions.

Information Other than the Financial Statements and Auditorâs Report Thereon

â¢ The Companyâs Board of Directors is responsible for the other information. The other information comprises the information included in the Boardâs Report including specific Annexures to Boardâs Report and Management Discussion and Analysis, but does not include the financial statements and our auditorâs report thereon.

â¢ Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

â¢ In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

Managementâs Responsibility for the Financial Statements

the financial statement 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 Companyâs 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.

The Board of Directors are also responsible for overseeing the Companyâs financial reporting process.

Auditorâs Responsibility for the Audit of the Financial Statements

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

â¢ Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) 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.

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

â¢ Conclude on the appropriateness of managementâs 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 Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs 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 auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit 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 .

d) In our opinion, the aforesaid 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 March 31, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2022 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 âAnnexure Aâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditorâs Report in accordance with the requirements of section 197(16) of the Act, as amended,

h) With respect to the other matters to be included in the Auditorâs 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

ii. The Company has made provision, as required under the applicable law or accounting standards,

for material foreseeable losses, if any, on long-term contracts including derivative contracts;

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 its knowledge and belief, no funds

(which are material either individually or in the aggregate) 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 or entity, including foreign entity (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) 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. As stated in Note 39 to the Financial Statement

(a) The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with section 123 of the Act, as applicable.

(b) The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.

For Deloitte Haskins & Sells LLP

Chartered Accountants (Firmâs Registration No. 117366W/W-100018)

Saira Nainar

Partner

(Membership No. 040081) UDIN: 22040081AIWAQB8328

Place: Pune

Date: May 12, 2022

Mar 31, 2021

To The Members of HONEYWELL AUTOMATION INDIA LIMITED Report on the Audit of the Financial StatementsOpinion

We have audited the accompanying financial statements of Honeywell Automation India Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 March 2021, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information. 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 Companies Act, 2013 (âthe Actâ) 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, (âInd ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2021, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditorâs Responsibility for the Audit of the 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 (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIâs 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 financial statements.

Key Audit Matters

Sr. No.

Key Audit Matter

Auditorâs Response

Accuracy of recognition, measurement, presentation and disclosure of revenues from turnkey contracts in line with Ind AS 115 Revenue from Contracts with Customers:

The Company recognizes revenue from turnkey contracts on a percentage of completion basis, using cost based input method, which is determined based on proportion of contract costs incurred to date compared to estimated total contract costs. The use of percentage of completion method requires the Company to determine the actual efforts or costs expended to date as a proportion of the estimated total efforts or costs to be incurred. Efforts or costs expended have been used to measure progress towards completion as there is a direct relationship between input and productivity. The estimation of total efforts or costs involves significant judgment

Principal audit procedures performed:

â¢ Evaluated the design and implementation and testing the operating effectiveness of controls, on a sample basis, relating to

(i) identification and recording of costs incurred and

(ii) basis for the estimates used like total budgeted cost duly factoring the amendments/ modifications to contracts;

â¢ We tested the relevant underlying ERP (SAP) and reports used in recording revenue/project costs and budgeting systems including companyâs system generated reports.

â¢ We selected samples of ongoing turnkey contracts, wherein revenue was recorded on percentage of completion basis, and performed the following:

Sr. No.

Key Audit Matter

Auditorâs Response

and is assessed throughout the period of the contract to reflect any changes based on the latest available information. Cost contingencies are included in these estimates to take into account specific uncertain risks, or disputed claims against the Company, arising within each contract. Provisions for estimated losses, if any, on uncompleted contracts are recorded in the period in which such losses become probable based on the estimated efforts or costs to complete the contract.

Accuracy of revenues, onerous obligations and profits/ loss may deviate significantly on account of change in judgements and estimates. For this reason, we identified revenue recognition from turnkey contracts as a key audit matter.

Refer to Note Number. 2(g) and Note number 21 of the Financial Statements

- tested for appropriate identification of performance obligations by agreeing key contractual terms back to signed contracts, tested the mathematical accuracy of the cost incurred till date to budgeted total cost and re-performed the calculation of revenue recognized during the year based on the percentage of completion;

- performed corroborative enquiries with the project managers for the samples selected and reconciled their responses to the contract testing and/or the executed final contract and related amendments.

- tested the reasonableness of forecasted cost to complete by obtaining executed purchase orders and agreements thereby evaluating reasonableness of managementâs judgements;

- tested managementâs estimates of the impact to revenue and budgeted costs arising from scope changes made to the original contracts, claims, disputes and liquidation damages with reference to supporting documents including variation orders and correspondence between the Company and the customers.

- performed a retrospective review of costs as incurred with costs as estimated to determine if the basis of estimation considered was appropriate and if there were variations if the major reasons for such variations were evaluated and where necessary factored in determining cost to complete for ongoing projects.

Sr. No.

Key Audit Matter

Auditorâs Response

Provision for expected credit losses (ECL):

The ECL allowance, in respect of trade receivable and unbilled revenue is computed based on a practical expedient considering a provision matrix based on past experience, adjusted to reflect current and estimated future economic conditions.

While calculating the ECL allowance, the Company has made certain judgments and estimates with regard to customer payment behavior and other relevant risk characteristics when assessing the historical information and estimating the level and timing of expected future cashflows. and effect from the pandemic relating to COVID-19, if any.

We identified allowance for credit losses as a key audit matter because the Company exercises significant judgment in calculating the ECL allowance.

Refer Note 2(O)(iv) and footnotes to Note 6 and Note 9 to the financial statements

Principal audit procedures performed:

â¢ Evaluated the design and implementation including

the operating effectiveness of the controls over :

- Basis of consideration with respect to credit risk review of the customers

- Completeness and accuracy of the data used in estimation of probability of default

- Computation of the ECL allowance.

â¢ We received the ECL workings for the provision

required as at the year end and :

- Verified the computation of ageing report which is based on standard ageing report from the ERP.

- verified the Companyâs consideration for credit loss provisioning with publicly available information.

- Tested a sample of invoices to test the accuracy of the ageing data

- Recomputed the expected credit loss allowance considering the above determined input data and compared the amounts so recomputed with the amounts recorded by the Management to determine if there were any material differences individually or in the aggregate.

Sr. No.

Key Audit Matter

Auditorâs Response

Evaluation of Provisions, disclosures and analysis with respect to ongoing direct and indirect tax litigations

The Company has various ongoing direct and indirect taxes related disputes/litigations in various states and at various levels of appellate authorities.

The evaluation of the Companyâs position and determination of possible outcome of these disputes and provisions, if any, required to be made in the books involves significant management judgment.

Refer Note 2(L) and note 34 to the financial statements.

Principal audit procedures performed:

â¢ We received a statement of all ongoing disputes/ litigations along with the necessary documentation and

- We evaluated managementâs assessments with respect to prospects of success of appeals and tax proceedings with respect to major claims by involving our internal experts to challenge the managementâs position on these select litigations. We also had corroborative discussion with the appropriate senior personnelâs of the Company.

- Our internal experts also considered legal precedence and other rulings in evaluating managementâs position on these tax positions.

- We obtained independent external confirmations with respect to majority amounts of disputed demands from the Companyâs legal advisors/consultants.

Information Other than the Financial Statements and Auditorâs Report Thereon

â¢ The Companyâs Board of Directors is responsible for the other information. The other information comprises the information included in the Boardâs Reporting including specific Annexures to Boardâs Report and Management Discussion and Analysis, but does not include the financial statements and our auditorâs report thereon.

â¢ Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

Managementâs Responsibility for the Financial Statements

In preparing the financial statements, management is responsible for assessing the Companyâs 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.

Those Board of Directors are also responsible for overseeing the Companyâs financial reporting process.

Auditorâs Responsibility for the Audit of the Financial Statements

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

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

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 Flow and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.

d. In our opinion, the aforesaid 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 31 March, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2021 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 âAnnexure Aâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.

g. With respect to the other matters to be included in the Auditorâs Report in accordance with the requirements of section 197(16) of the Act, as amended,

h. With respect to the other matters to be included in the Auditorâs 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.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts; and

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in âAnnexure Bâ a statement on the matters specified in paragraphs 3 and 4 of the Order.

For Deloitte Haskins & Sells LLP

Chartered Accountants (Firmâs Registration No. 117366W/W-100018)

Saira Nainar

(Partner)

(Membership No. 040081)

Place: Mumbai UDIN: 21040081AAAACL9372

Date: May 31,2021

Mar 31, 2019

Report on the Audit of the Financial Statements Opinion

We have audited the accompanying financial statements of Honeywell Automation India Limited (âthe Companyâ), which comprise the Balance Sheet as at 31st March 2019, the Statement of Profit and Loss (including Other Comprehensive Income), Cash Flow Statement, the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as âthe financial statementsâ).

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 Companies Act, 2013 (âthe Actâ) 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, (âInd ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2019, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

Key Audit Matters

Sr. No.

Key Audit Matter

Auditorâs Response

Accuracy of recognition, measurement, presentation and disclosure of revenues in view of adoption of Ind AS 115 âRevenue from Contracts with Customersâ

(i) The application of the new revenue accounting standard involves certain key judgements relating to identification of distinct performance obligations, determination of transaction price of the identified performance obligations, the appropriateness of the basis used to measure revenue recognised over a period. Additionally, new revenue accounting standard contains disclosures which involves collation of information in respect of disaggregated revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date.

(ii) Additionally, significant management estimates relating to contract amendments could lead to management bias that could potentially affect POC contracts and thus the related revenue recognition.

Principal audit procedures performed:

We assessed the process to identify the impact of adoption of the new revenue accounting standard. Further, our audit procedures related to assessment of managementâs estimates of total costs and profit for the performance obligations used to recognize revenue for certain long-term contracts included :

1) Evaluation of the design of internal controls relating to implementation of the new revenue accounting standard;

2) Testing the effectiveness of controls over contract revenue including but not limited to long-term contracts, including those over the estimates of total costs and profit for performance obligations, amendments/ modifications made to contracts and SAP generated reports.

Sr. No.	Key Audit Matter	Auditorâs Response
	Refer Note 2(G) and Note 21.1 to the financial statements	3) Tested a sample of contracts for : a) whether the contracts were properly included in managementâs calculation of long-term contract revenue based on the terms and conditions of each contract. b) managementâs identification of distinct performance obligations by evaluating whether the underlying goods, services, or both were highly interdependent and interrelated. c) in case of multiple performance obligation; we tested the allocation of the transaction price to each distinct performance obligation by comparing the relative standalone selling prices (âSSPâ) to the selling prices of similar goods or services. d) the accuracy and completeness of the costs incurred to date for the performance obligation. e) the estimates of total cost and profit for the performance obligation by: - Comparing costs incurred to date to the costs management estimated to be incurred to date. - Comparing managementâs estimates for the selected contracts to costs and profits of similar performance obligations, when applicable.
2	Provision for expected credit losses The expected credit loss (ECL) in respect of trade receivable and unbilled revenue for goods and services represents managementâs best estimate of the loss allowance. The ECL allowance is computed based on a simplified model based on judgement considering past experience. The calculation of ECL allowance is a complex area and requires management to make significant assumptions on customer payment behaviour and other relevant risk characteristics when assessing the historical information and estimating the level and timing of expected future cash flows. Refer Note 2(O)(iv) and footnotes to Note 7 and Note 10 to the financial statements.	Principal audit procedures performed: We tested the key controls relating to calculation of provision for credit losses of trade receivable and unbilled revenue for goods and services. The computation is based on standard debtors and unbilled ageing reports derived from SAP. We tested the methodology applied in credit loss provision calculation and compared it to the requirements of Ind AS 109 - Financial Instruments to ensure that the higher of the two was considered for provision. We also tested the mathematical accuracy and assessed the judgements used in the managementâs model used to calculate provision for credit losses. We understood and critically assessed the Companyâs policy for credit loss provisioning. We assessed whether the historic experience on which the policy was determined is representative of current circumstances and the whether the bad debts incurred were within the provisions created.
3	Evaluation of uncertain tax positions with respect to Direct and Indirect tax laws The Company operates in different state level jurisdictions within India and is therefore subject to tax regimes with different rules and regulations. As described in note 3 to the financial statements on significant accounting estimates and judgements, significant judgement is required in determining provisions for uncertain tax positions including estimates of interest and penalties wherever appropriate. Refer Note 2(L) and note 34 to the financial statements.	Principal audit procedures performed: We assessed managementâs processes and tested the internal controls implemented for the identification, recognition and measurement of uncertain tax positions and itâs assessment of the potential impact on the Company. For all the claims and assessments against the company, management evaluated the possibility, probability and remoteness (PPR) of the claims. We evaluated managementâs assessments with respect to prospects of success of appeals and tax proceedings.

Sr. No.

Key Audit Matter

Auditorâs Response

In proceedings involving material amounts, we examined the possibility, probability and remoteness of the claim/ cases for which, we have involved internal specialist to challenge the managementâs position on these uncertain Direct/Indirect tax positions. Our internal experts also considered legal precedence and other rulings in evaluating managementâs position on these uncertain tax positions.

Further, we obtained independent external confirmations from the Companyâs legal advisors/consultants. We discussed the status of significant known actual and potential litigation with in-house legal.

Information Other than the Financial Statements and Auditorâs Report Thereon

- The Companyâs Board of Directors is responsible for the other information. The other information comprises the financial information included in the Boardâs Reporting including specific Annexures to Boardâs Report and Management Discussion and Analysis, but does not include the financial statements and our auditorâs 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.

- If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Managementâs Responsibility for the Financial Statements

In preparing the financial statements, management is responsible for assessing the Companyâs 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.

Those Board of Directors are also responsible for overseeing the Companyâs financial reporting process.

Auditorâs Responsibility for the Audit of the Financial Statements

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism 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 financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) 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 the management.

- Conclude on the appropriateness of managementâs 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 Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs 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 auditorâs 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.

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, Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid 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, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2019 from being appointed as a director in terms of Section 164(2) of the Act.

g) With respect to the other matters to be included in the Auditorâs Report in accordance with the requirements of section 197(16) of the Act, as amended.

h) With respect to the other matters to be included in the Auditorâs 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;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Report on Internal Financial Controls Over Financial Reporting

(Referred to in paragraph 1(f) under âReport on Other Legal and Regulatory Requirementsâ 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 (âthe Actâ)

We have audited the internal financial controls over financial reporting of Honeywell Automation India Limited (âthe Companyâ) as of March 31, 2019 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

The Companyâs 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 companyâs 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.

Auditorâs Responsibility

Our responsibility is to express an opinion on the Companyâs 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 âGuidance Noteâ) 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 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 auditorâs 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 Companyâs internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A companyâs 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 companyâs 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 companyâs 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, 2019, based on the criteria for internal financial control over financial reporting 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.

(Referred to in paragraph 2 under âReporting on Other Legal and Regulatory Requirementsâ section of our report of even date)

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

(b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of five years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed 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 and based on the examination of the copy of the registered sale deed, title search report and tax paid receipts provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date. The Company does not have any immovable properties of leasehold land and building.

(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 Partnerships or other parties covered in the register maintained under Section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of investments made by the Company. According to the information and explanations given to us, the Company has not granted loans or provided guarantees and securities.

(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public and hence reporting under clause 3 (v) of the Order is not applicable to the Company.

(vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of Act. 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 148 of the Act, 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, Employeesâ State Insurance, Income-tax, Customs Duty, Goods and Service Tax (GST), Cess and other material statutory dues applicable to it to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employeesâ State Insurance, Income-tax, Customs Duty, Goods and Service Tax (GST), Cess and other material statutory dues in arrears as at 31st March, 2019 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax and Goods and Service Tax (GST) which have not been deposited as on 31st March, 2019 on account of disputes are given below:

(Rs. in Lakhs)

Income Tax Act, 1961
Nature of Due	Forum where Pending	Period to which it pertains	Amount unpaid	Amount Paid
Income Tax	Commissioner of Income Tax	1999-00 to 2002-03, 2014-15, 2015-16	6,667	374
Income Tax	Assessing Officer/Transfer Pricing Officer	2011-12	776	1,871
Income Tax	Income Tax Appellate Tribunal	2003-04, 2005-06, 2006-07, 2009-10, 2010-11, 2012-13, 2013-14	2,503	7,969
Respective sales tax laws- Sales tax, Value added tax (VAT), Central Sales Tax (CST), Works Contract Tax, Entry Tax, etc
Nature of Dues	Forum where pending	Period to which it pertains	Amount Unpaid	Amount Paid
VAT	Additional Commissioner Uttar Pradesh	2010-11 & 2012-13	171.62
VAT	Assistant Commissioner, West Bengal	2007-08	19.25
CST	Assistant Commissioner, Haryana	2014-15 & 2015-16	73.30
VAT/CST	Assistant Commissioner, Jharkhand	2007-08	18.69
VAT/CST	Assistant Commissioner (Commercial tax), Karnataka	2009-10 to 2012-13	76.98	147.80
CST	Assistant commissioner, Tamilnadu	2013-14 to 2016-17	16.75	16.32
VAT/CST	Assistant Commissioner, Rajasthan	2006-07 to 2009-10 & 2014-15	83.27
CST	Deputy Commissioner, Rajasthan	2010-11	20.79
VAT	Assistant Commissioner,Telengana	2014-15 & 2015-16	7.18	1.03
CST	Commercial tax officer, Andhra Pradesh	2010-11	0.34
VAT	Commercial tax officer, Kerala	2011-12	5.35	0.72
CST	Commercial tax officer, Telangana	2014-15	52.41
VAT	Commercial tax officer, Kerala	2011-12 to 2013-14	137.71	30.02
VAT	Deputy Commissioner, Andhra Pradesh	2010-11	7.66
VAT/CST	Deputy Commissioner, Uttar Pradesh	2005-06, 2006-07, 2008-09, 2011-12, 2013-14, 2014-15, 2015-16	696.35	0.19
VAT	Sales tax office, Jharkhand	1997-98 to 1999-00	39.73
VAT	Assistant commissioner, Kerala	2009-10	0.74	0.19
CST	Deputy commissioner, Maharashtra	2012-13 & 2013-14	776.22	40.00
Entry tax	Deputy Commissioner, Uttar Pradesh	2005-06 & 2006-07	26.00
VAT	Deputy Commissioner (A) Gujarat	2001-02	19.73
VAT/CST/ MWCT	Joint Commissioner (A) Maharashtra	2001-02, 2007-08, 2009-10	439.76	77.80
VAT/CST	Senior Joint Commissioner, West Bengal	2012-13	195.43	28.91
VAT/CST	Sales Tax Officer, West Bengal	2014-15	25.55	2.68
VAT/CST	Deputy commissioner, West Bengal	2010-11	56.32
VAT/CST	Commercial Tax Office, West Bengal	2011-12	5.14
CST	Joint Commissioner, Cuttack	2011-12 & 2012-13	153.61
VAT	Joint commissioner, Delhi	2005-06, 2006-07, 2008-09 to 2011-12, 2014-15 & 2015-16	1,146.42	65.13
VAT/CST	Joint commissioner, Maharashtra	2010-11 & 2011-12	253.61	51.96
VAT/CST	Joint commissioner, West Bengal	2013-14 & 2015-16	602.06	75.03
VAT/CST	Special Commissioner, Delhi	2007-08	341.48
CST	Delhi VAT Officer	2014-15	38.64
The Customs Act, 1962
Nature of dues	Forum where it is pending	Period to which amount pertains	Amount Unpaid	Amount Paid
Customs	Deputy Commissioner (Customs), Mumbai	1994-95 & 2007-08	81.35
The Central Excise Act, 1944
Nature of dues	Forum where it is pending	Period to which amount pertains	Amount Unpaid	Amount Paid
Excise	Deputy/Assistant Commissioner, Excise Pune	2000-01	2.40

(viii) The Company has not taken any loans or borrowings from financial institutions, banks and Government or has not issued any debentures. Hence reporting under clause 3 (viii) of the Order is not applicable to the Company.

(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause 3 (ix) of the Order is not applicable to the Company.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) 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 Act.

(xii) The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the Order is not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 188 and 177 of the Act, 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) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause 3 (xiv) of the Order is not applicable to the Company.

(xv) In our opinion and 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 Act are not applicable to the Company.

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

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firmâs Registration No. 117366W/W-100018)

Hemant M. Joshi

Partner

(Membership No. 38019)

Pune, 13 May, 2019

Mar 31, 2018

Independent Auditorsâ Report

To The Members of Honeywell Automation India Limited Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of Honeywell Automation India Limited (âthe Companyâ), which comprise the Balance Sheet as at 31st March, 2018, and the Statement of Profit and Loss (including 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.

Managementâs Responsibility for the Ind AS Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other 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; 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorsâ Responsibility

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

In conducting 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 and the Order issued under section 143(11) of the Act.

We conducted our audit of the 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 ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement.

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

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the 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 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 Ind AS and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2018, and its profit, total 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 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 Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act.

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

g) With respect to the other matters to be included in the Auditorsâ 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 Ind AS financial statements - Refer Note 34 to the Ind AS financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Note 37 to the Ind AS financial statements;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

(Referred to in paragraph 1 under âReport on Other Legal and Regulatory Requirementsâ 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 (âthe Actâ)

We have audited the internal financial controls over financial reporting of Honeywell Automation India Limited (âthe Companyâ) as of 31st March, 2018 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

The Companyâs management is responsible for establishing and maintaining internal financial controls based on âthe 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 Indiaâ. 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 companyâs 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 Act.

Auditorsâ Responsibility

Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Act, 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

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 companyâs assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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 criteria for internal financial control over financial reporting 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.

(Referred to in paragraph 2 under âReporting on Other Legal and Regulatory Requirementsâ section of our report of even date)

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

(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.

(v) According to the information and explanations given to us, the Company has not accepted any deposit and hence reporting under clause 3 (v) of the Order is not applicable to the Company.

(vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of Act. 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 148 of the Act, 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, Employeesâ State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Goods and Service Tax (GST), Cess and other material statutory dues applicable to it to the appropriate authorities.

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

Income Tax Act, 1961
Nature of Due	Forum where Pending	Period to which it pertains	Amount unpaid (Rs. in Lakhs)	Amount Paid (Rs. in Lakhs)
Income Tax	Bombay High Court	1999-00	22.75	211.68
Income Tax	Commissioner of Income Tax	2001-02, 2002-03, 2004-05 & 2014-15	1,731.46	373.75
Income Tax	Income Tax Appellate Tribunal	2003-04, 2005-06, 2006-07, 2007-08, 2009-10, 2010-11, 2011-12 & 2012-13	3,404.59	8,540.94
Respective sales tax laws- Sales tax, Value added tax (VAT), Central Sales Tax (CST), Works Contract Tax, Entry Tax
Nature of Dues	Forum where dispute is pending	Period to which amount relates	Amount unpaid (Rs. in Lakhs)	Amount Paid (Rs. in Lakhs)
VAT	Additional Commissioner (Appeal) Uttar Pradesh	2011-12,2012-13	378.68
CST	Assistant commissioner, Himachal Pradesh	2012-13	0.40
CST/VAT	Assistant Commissioner, Jharkhand	2007-08	18.69
CST/VAT	Assistant Commissioner, Karnataka	2011-12, 2012-13	59.02	90.00
VAT/CST	Assistant commissioner, West Bengal	2014-15	25.55	2.68
VAT/CST	Assistant Commissioner, Rajasthan	2006-07, 2007-08, 2008-09, 2013-14, 2014-15	79.74
VAT/CST	Assistant Commissioner, Telangana	2014-15, 2015-16	79.02	11.29
VAT	Delhi AVATO	2012-13	5.99
CST	Commercial tax officer, Andhra Pradesh	2010-11	0.34
VAT	Commercial tax officer, Kerala	2008-09, 2011-12	144.67	15.59
CST	Commercial tax officer, Telegana	2014-15	52.41
VAT	Deputy Commissioner (Commercial Tax)Kerala	2013-14	46.46	20.39
VAT	Deputy Commissioner (CT), Andhra Pradesh	2010-11	7.66
VAT	Deputy Commissioner (CT), Uttar Pradesh	2008-09	65.35
VAT	Deputy Commissioner Jharkhand	1997-98, 1998-99, 1999-2000	39.73
VAT	Deputy Commissioner, Kerala	2009-10	0.74	0.19
CST	Deputy commissioner, Maharashtra	2012-13	519.87	40.00
Entry Tax	Deputy Commissioner, Uttar Pradesh	2005-06, 2006-07	26.00
VAT/CST	Deputy Commissioner, Uttar Pradesh	2006-07, 2013-14, 2014-15	306.57	0.19
VAT/CST	Deputy Commissoner (A) Gujrat	2001-02, 2008-09	48.44	10.00
VAT	Deputy Commissioner (A) Kerala	2011-12, 2012-13	119.16	9.63
VAT/CST	Deputy Commissioner (A) Rajasthan	2009-10 to 2012-13	92.05
CST	Joint Commissioner (A) Karnataka	2009-10	0.23	17.80
VAT/CST	Joint Commissioner (A) West Bengal	2010-11 to 2013-14	289.34	40.71
CST	Joint Commissioner (A)Maharashtra	2001-02	212.98
MWCT	Joint Commissioner (A)Maharashtra	2001-02	13.19
VAT/CST	Joint Commissioner (A)Maharashtra	2007-08, 2009-10	219.75	71.64
VAT/CST	Joint commissioner, Delhi	2012-13, 2014-15, 2015-16	1,338.62
VAT	Joint commissioner, Karnataka	2010-11, 2011-12	28.92	65.00
VAT/CST	Joint commissioner, Maharshtra	2010-11, 2011-12	253.61	51.96
CST	Sales tax officer, Uttar Pradesh	2010-11	13.69	16.50
VAT/CST	Special Commissioner, Delhi	2007-08	341.48
VAT	Senior joint Commissioner, West Bengal	2007-08	19.25
The Customs Act, 1962
Nature of Dues	Forum where dispute is pending	Period to which amount relates	Amount unpaid (Rs. in Lakhs)	Amount Paid (Rs. in Lakhs)
Customs	Deputy Commissioner (Customs), Mumbai	1994-95, 2007-08		81.35
The Central Excise Act, 1944
Nature of Dues	Forum where dispute is pending	Period to which amount relates	Amount unpaid (Rs. in Lakhs)	Amount Paid (Rs. in Lakhs)
Excise	Deputy/Assistant Commissioner, Excise Pune	2000-01		2.40

(viii) The Company has not taken any loans or borrowings from financial institutions, banks and government or has not issued any debentures. Hence reporting under clause 3 (viii) of the Order is not applicable to the Company.

(xii) The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the Order is not applicable to the Company.

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

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firmâs Registration No. 117366W/W-100018)

Sunil S. Kothari

Partner

(Membership No. 208238)

Pune, 14^th May, 2018

Mar 31, 2017

Independent Auditors'' Report

To The Members of Honeywell Automation India Limited Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of Honeywell Automation India Limited (âthe Companyâ), which comprise the Balance Sheet as at 31^st March, 2017, and the Statement of Profit and Loss (including 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.

Managementâs Responsibility for the Ind AS Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act.

Auditorsâ Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditorsâ judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal financial control relevant to the Companyâs preparation of the 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 the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the Ind AS financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the 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 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, of the state of affairs of the Company as at 31^st March, 2017, and its profit, total 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 Section 143(3) of the Act, based on our audit we report, to the extent applicable 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

d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31^st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31^stMarch, 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 âAnnexure Aâ.Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.

i. The Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial statements - Refer Note 35 to the Ind AS financial statements;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company

iv. The Company does not transact in cash and accordingly the Company did not have any holdings or dealings in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016. Refer Note 42 to the Ind AS financial statements

(Referred to in paragraph 1 under âReport on Other Legal and Regulatory Requirementsâ 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 (âthe Actâ)

We have audited the internal financial controls over financial reporting of Honeywell Automation India Limited (âthe Companyâ) as of 31^st March, 2017 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

The Companyâs 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 respective Companyâs 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 Act.

Auditorsâ Responsibility

Our responsibility is to express an opinion on the Companyâs 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 âGuidance Noteâ) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Act, 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 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 auditorsâ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

Meaning of Internal Financial Controls Over Financial Reporting

A Companyâs 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 Companyâs 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 Companyâs assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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 31^stMarch, 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.

(Referred to in paragraph 2 under âReport on Other Legal and Regulatory Requirementsâ section of our report of even date)

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

(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.

(iv) The Company has not granted any loans, made investments or provided guarantees and hence reporting under clause 3 (iv) of the Order is not applicable.

(v) According to the information and explanations given to us, the Company has not accepted any deposit and hence reporting under clause 3 (v) of the Order is not applicable.

(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, Employeesâ State Insurance, Income-tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues applicable to it to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employeesâ State Insurance, Income-tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues in arrears as at 31^st March,2017 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, and Value Added Tax which have not been deposited as on 31^st March, 2017 on account of disputes are given below:

Nature of Due	Forum where Dispute is Pending	Period to which amount relates	Amount Unpaid ( Rs. in Lakhs)	Amount paid under protest ( Rs. in Lakhs)
Income Tax Act, 1961
Income Tax	Bombay High Court (HC)	1999-00 to 2002-03	311.02	815.69
Income Tax	Income Tax Appellate Tribunal (ITAT), Pune	2003-04 and 2005-06 to 2012-13	3,748.36	9,179.41
Income Tax	Commissioner of Income Tax (A) Pune	2004-05	550.94	110.11
Respective Sales Tax Laws - Value Added Tax (VAT), Central Sales Tax (CST), Works Contract Tax (WCT) and Entry Tax
VAT	AVATO, Delhi	2012-13	5.99	NIL
VAT & CST	Sales tax officer, Uttar Pradesh	2010-11	13.69	16.50
WCT, CST & VAT	Joint Commissioner (A)Maharashtra	2001-02 and 2006-07 to 2009-10	2,785.72	905.44
Entry Tax	Deputy Commissioner, Uttar Pradesh	2005-06 & 2006-07	26.00	NIL
VAT & CST	Assistant Commissioner, Gujarat	2001-02; 2006-07; 2008-09	48.86	10.00
VAT & CST	Deputy Commissioner (A) Karnataka	2008-09 to 2010-11	55.59	21.94
VAT	Senior Joint Commissioner West Bengal	2007-08	19.25	NIL
VAT & CST	Joint Commissioner (A)West Bengal	2010-11 to 2013-14	289.34	40.71
VAT & CST	Assistant Commissioner, Rajasthan	2006-07 to 2009-10	50.63	NIL
VAT & CST	Deputy Commissioner (A), Rajasthan	2009-10 to 2012-13	91.71	NIL
VAT & CST	Deputy Commissioner (A) Kerala	2009-10 to 2012-13	214.78	9.63
VAT & CST	Special Commissioner, Delhi	2007-08	341.48	NIL
VAT & CST	Assistant Commissioner, Karnataka	2009-10 to 2012-13	294.50	105.00
VAT	Deputy Commissioner Jharkhand	1997-98 to 1999-00 & 2011-12	39.73	NIL
VAT	Additional Commissioner (Appeal) Uttar Pradesh	2011-12, 2012-13 & 2015-16	380.03	NIL
CST	Deputy Commissioner, Tamilnadu	2012-13	8.05	NIL
VAT	Deputy Commissioner (Commercial Tax)Kerala	2013-14	46.46	20.39
CST	Deputy Commissioner (Appeals) Maharashtra	2010-11 & 2011-12	1,391.79	100.00
VAT & CST	Assistant Commissioner, Jharkhand	2007-08 & 2012-13	20.46	NIL
VAT	Deputy Commissioner, Kerala	2009-10	0.74	0.19
VAT	Joint Commissioner (A)Delhi	2012-13 & 2015-16	1,381.86	NIL
VAT	Assistant Commissioner, Himachal Pradesh	2012-13	0.40	NIL
CST	Deputy Commissioner West Bengal	2013-14	0.75	0.19
VAT	Assistant Commissioner, Telangana	2014-15 & 2015-16	79.02	11.29
VAT	Deputy Commissioner, Maharashtra	2012-13	559.87	NIL
CST	Commercial Tax Officer, Jammu & Kashmir	2011-12	5.33	NIL
CST	Commissioner Tax officer, Uttar Pradesh	2010-11	0.34	NIL
The Customs Act, 1962
Penalty	CESTAT Mumbai	2006-07	06.00	NIL
Customs Duty	Deputy Commissioner (Customs), Mumbai	1994-95& 2007-08	81.35	NIL
The Central Excise Act, 1944
Excise Duty	Deputy / Assistant Commissioner, Excise Pune	2000-01& 2006-07 to 2009-10	26.09	NIL

(ix) During the year, the Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause 3 (ix) of the Order is not applicable.

(xi) 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 Act.

(xii) The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the Order is not applicable.

(xv) In our opinion and 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 him and hence provisions of Section 192 of the Act are not applicable.

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

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firmâs Registration No. 117366W/W-100018)

Sunil S Kothari

Partner

(Membership No. 208238)

Gurugram, 25^th May, 2017

Mar 31, 2015

1. We have audited the accompanying financial statements of Honeywell Automation India Limited (the "Company"), which comprise the Balance Sheet as at March 31,2015, and the Statement of Profit and Loss for the period January 1, 2014 to March 31,2015 (the "period")and Cash Flow Statement for the period then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

2. The Company''s Management is responsible for the preparation of these 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 Standards notified under the Companies Act, 1956 (the "Act") read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. 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.

Auditors'' Responsibility

3. 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 and other applicable authoritative pronouncements 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.

4. An audit involves performing procedures to obtain audit evidence, about the amounts and 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 auditors consider 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 entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

6. In our opinion, and to the best of our information and according to the explanations given to us, the accompanying 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 31,2015;

(b) in the case of the Statement of Profit and Loss, of the profit for the period ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the period ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by ''the Companies (Auditor''s Report) Order, 2003'', as amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004'', issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the "Order"), 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 statement on the matters specified in paragraphs 4 and 5 of the Order.

8. 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 account as required by law have been kept by the Company so far as it appears from our examination of those books, except that the backup of the books of account and other books and papers maintained in electronic mode has not been maintained on servers physically located in India;

(c) The Balance Sheet, 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 Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

(e) On the basis of written representations received from the directors as on March 31,2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2015, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act or Section 164(2) of the Companies Act, 2013.

Annexure to Independent Auditors'' Report

Referred to in paragraph 7 of the Independent Auditors'' Report of even date to the members of Honeywell Automation India Limited on the financial statements as of and for the 15 months period ended March 31,2015

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation,

of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of five years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the period and no material discrepancies have been noticed on such verification.

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the period.

ii. (a) The inventory has been physically verified by the Management during the period. In our opinion, the frequency of

verification is reasonable.

(b) In our opinion, 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) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. (a) The Company has not granted/taken any loans, secured or unsecured, to/from companies, firms or other parties

covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii)[(b),(c) and (d) /(f) and (g)] of the said Order are not applicable to the Company.

iv. Except for deficiencies noticed during the year with regard to purchase of inventories and for sale of goods and services in certain projects of the Company following the percentage of completion method for recognition of revenue in accordance with the Accounting Standard (AS) 7 - Construction Contracts, as stated in Note 41 to the financial statements, in respect of recording of costs incurred to correct projects, making appropriate estimates of costs to complete such projects and recognizing revenue on such projects under the percentage of completion method of accounting, for which the Management is in the process of taking remedial measures, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventories and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. (a) According to the information and explanations given to us, we are of the opinion that the particulars of all

contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the period have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

vii. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

viii. We have broadly reviewed the books of account 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 clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in

our opinion, the Company is generally regular in depositing the 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 and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of wealth-tax and service-tax which have not been deposited on account of any dispute. The particulars of dues of income tax, sales tax, customs duty and excise duty as at March 31,2015 which have not been deposited on account of a dispute are as follows:

Name of the statute Nature of dues Amount (Rs. Lakhs)

Maharashtra Sales Tax Act, 1960 Central Sales Tax 103

Maharashtra Sales Tax Act, 1960 Central Sales Tax 696

Maharashtra Value Added Tax, Value Added Tax 1,955 2002

Uttar Pradesh Value Added Tax, Value Added Tax 33 2008

Gujarat Sales Tax Act, 1969 Central Sales Tax 39

Karnataka Value Added Tax Act, Central Sales Tax and 56 2003. Value Added Tax

West Bengal Value Added Tax Act, Value Added Tax 36 2003

Rajasthan Sales Tax Act, 1994 Central Sales Tax and 113 Value Added Tax

Kerala VAT Act, 2003 Central Sales Tax and 220 Value Added Tax.

Delhi Value Added Tax Act , 2004 Central Sales Tax and 358 Value Added Tax.

Jharkhand Value Added Tax Act , Value Added Tax 6 2005

Karnataka VAT Act, 2003 Central Sales Tax and 178 Value Added Tax.

Income Tax Act, 1961 Income Tax 311

Income Tax Act, 1961 Income Tax 5,978

The Central Excise Act, 1944 Excise duty, 2 including applicable penalty

The Customs Act, 1962 Penalty 6

Name of the statute Period to which the Form where the amount relates dispute is pending

Maharashtra Sales 2001- 02 Maharashtra Sales Tax Act, 1960 Tax Appellate Tribunal Maharashtra Sales 2006- 07 to Joint Commissioner Tax Act, 1960 2007-2008 of SalesTax (Appeals) and 2009-2010 Maharashtra Value 2008-09 to Joint Commissioner Added Tax, 2002 2009-2010 of Sales Tax (Appeals)

Uttar Pradesh Value 2009- 10 Joint Commissioner Added Tax, 2008 of SalesTax (Appeals)

Gujarat Sales Tax 2008- 09 Deputy Commissioner Act, 1969 of Commercial Tax (Appeal )

Karnataka Value 2008- 09 to Joint Commissioner Added Tax Act,2003 2010-2011 of Sales Tax (Appeals) West Bengal Value 2007- 08 and Joint Commissioner Added Tax Act,2003 2010-11 of Sales Tax (Appeals) Rajasthan Sales 2006-07 to Deputy Commissioner of Tax Act, 1994 2011-12 Commercial Tax (Appeal) Kerala VAT Act, 2009- 10 to Deputy Commissioner of 2003 2012-2013 Commercial Tax (Appeal) Delhi Value Added 2007-08 and Deputy Commissioner of Tax Act , 2004 2010-2011 Sales Tax (Appeals) Jharkhand Value Added 2010- 11 Deputy Commissioner of Tax Act , 2005 Sales Tax (Appeals)

Karnataka VAT Act, 2009- 10 Deputy Commissioner of 2003 Sales Tax (Appeals)

Income Tax Act, 1998-1999 High Court 1961 2001-2002

Income Tax Act, 2002-2003 and Income Tax Appellant 1961 2007- 2009 to Tribunal 2009-2010 The Central Excise 2002- 03 Customs, Excise and Act,1944 Service Tax Appellate Tribunal

The Customs Act, 2006-07 Customs, Excise and 1962 Service Tax Appellate Tribunal

x. The Company has no accumulated losses as at the end of the financial period and it has not incurred any cash losses in the financial period ended on that date or in the immediately preceding financial year.

xi. As the Company does not have any borrowings from any financial institution or bank nor has it issued any debentures as at the balance sheet date, the provisions of Clause 4(xi) of the Order are not applicable to the Company.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company.

xiii. As the provisions of any special statute applicable to chit fund/ nidhi/mutual benefit fund/ societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company.

xv. In our opinion, and 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 during the period. Accordingly, the provisions of Clause 4(xv) of the Order are not applicable to the Company.

xvi. The Company has not raised any term loans. Accordingly, the provisions of Clause 4(xvi) of the Order are not applicable to the Company.

xvii. The Company has not raised any funds on short term basis. Accordingly, the provisions of Clause 4(xvii) of the Order are not applicable to the Company.

xviii. 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 period. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company.

xix. The Company has not issued any debentures during the period and does not have any debentures outstanding as at the beginning of the period and at the period end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company.

xx. The Company has not raised any money by public issues during the period. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company.

xxi. 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, except as stated in Note 41 of the financial statements in respect of certain instances of recording of costs to incorrect projects for which the Management has taken appropriate steps, resulting in a net reduction of profit before tax of Rs. 6,729 lakhs for which appropriate entries have been subsequently passed, we have neither come across any other instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

Place : Gurgaon Date : May 25, 2015 For Price Waterhouse & Co Bangalore LLP Firm Registration Number: 007567S/S-200012 Chartered Accountants

Amit Borkar Partner Membership Number: 109846

Dec 31, 2013

1. We have audited the accompanying financial statements of Honeywell Automation India Limited (the "Company"), which comprise the Balance Sheet as at December 31, 2013 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

2. The Company''s Management is responsible for the preparation of these 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 Standards referred to in sub-section (3C) of section 211 of ''the Companies Act, 1956'' of India (the "Act"). 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.

Auditors'' Responsibility

3. 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 and other applicable authoritative pronouncements 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.

4. An audit involves performing procedures to obtain audit evidence, about the amounts and 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 auditors consider 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

6. In our opinion, and to the best of our information and according to the explanations given to us, the accompanying 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 December 31,2013;

(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

7. As required by ''the Companies (Auditor''s Report) Order, 2003'', as amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004'', issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the "Order"), 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 statement on the matters specified in paragraphs 4 and 5 of the Order.

8. 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 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, 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 Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act;

(e) On the basis of written representations received from the directors as on December 31,2013 and taken on record by the Board of Directors, none of the directors is disqualified as on December 31,2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

Annexure to Independent Auditors1 Report

Referred to in paragraph 7 of the Independent Auditors'' Report of even date to the members of Honeywell Automation India Limited on the financial statements as of and for the year ended December 31,2013.

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

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of five years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

ii. (a) The inventory (excluding stocks with third parties) 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 verification is reasonable.

(b) In our opinion, 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) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. (a) The Company has not granted/taken any loans, secured or unsecured, to/ from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii)[(b),(c) and (d) /(f) and (g)] of the said Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, having regard to the explanation that, except for certain items of inventory which are of special nature for which suitable alternative sources do not exist, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. (a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

Referred to in paragraph 7 of the Independent Auditors'' Report of even date to the members of Honeywell Automation India Limited on the financial statements as of and for the year ended December 31,2013.

vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

vii. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

viii. We have broadly reviewed the books of account 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 clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of sales tax, Income tax, professional tax and employees'' state insurance, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, wealth tax, service tax, customs duty, excise duty and other material dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of wealth-tax, service-tax, which have not been deposited on account of any dispute. The particulars of dues of income tax, sales tax, customs duty and excise duty as at December 31, 2013 which have not been deposited on account of a dispute, are as follows

Name of the statute Nature of dues Amount* Period to which the (Rs. Lakhs) amount relates

Income Tax Act, 1961 Income Tax 697 2005-2006

Income Tax Act, 1961 Income Tax 2,850 2008-2009

Maharashtra Sales CST 103 2001-02 Tax Act, 1960

Maharastra Sales CST 148 2002-03 Tax Act, 1960

Maharashtra Sales Tax Act, 1960 CST 16 2006-07

Maharastra Sales CST 112 2007-08 Tax Act, 1960

Maharashtra Value MVAT 114 2008-09 Added Tax, 2002

Gujarat Sales CST 39 2008-09 Tax Act, 1969

Kerala VAT act 2003 VAT 81 2012-13

Rajasthan Sales VAT & CST 78 2006 to 2011 Tax Act, 1994

West Bengal Value VAT 260 2007-08 to Added Tax Act, 2003 2010-11

Uttar Pradesh VAT 91 2007-08

Utter Pradesh VAT 143 2009-10

The Central Excise Excise duty, including 2 2002-03 Act, 1944 applicable penalty

The Customs Penalty 6 2006-07 Act, 1962

Name of the Status Forum where the dispute is pending

Income Tax Act, 1961 ITAT

Income Tax Act, 1961 ITAT

Magarastra Sales Tax Maharashtra Sales Tax Act, 1960 Appellate Tribunal.

Maharastra Sales Tax Joint Commissioner of Sales Act, 1960 Tax (Appeals)

Maharastra Sales Tax Joint Commissioner of Sales Act, 1960 Tax (Appeals)

Maharastra Sales Tax Joint Commissioner of Sales Act, 1960 Tax (Appeals)

Maharastrs Value Deputy Commissioner of Sales Tax (Appeals) Added Tax Act, 2002

Gujarat Sales Tax Act, Deputy Commissioner of 1969 Commercial Tax (Appeal IV)

Kerala VAT act 2003 Deputy Commissioner of Sales Tax (Appeals)

Rajasthan Sales Tax Deputy Commissioner of Sales Act, 1994 Tax (Appeals)

West Bengal Value Added Joint Commissioner of Sales Tax Act, 2003 Tax (Appeals)

Uttar Pradesh Joint Commissioner of Sales Tax (Appeals)

Uttar Pradesh Joint Commissioner of Sales Tax (Appeals)

The Central Excise Customs, Excise and Service Tax Appellate Act, 1944 Tribunal

The Customs Act, 1962 Customs, Excise and Service Tax Appellate Tribunal

* Net of amount paid under protest or otherwise

Referred to in paragraph 7 of the Independent Auditors'' Report of even date to the members of Honeywell Automation India Limited on the financial statements as of and for the year ended December 31,2013.

x. The Company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

xi. As the Company does not have any borrowings from any financial institution or bank nor has it issued any debentures as at the balance sheet date, the provisions of Clause 4(xi) of the Order are not applicable to the Company.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company.

xiii. As the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company.

xv. In our opinion, and 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 during the year. Accordingly, the provisions of Clause 4(xv) of the Order are not applicable to the Company.

xvi. The Company has not raised any term loans. Accordingly, the provisions of Clause 4(xvi) of the Order are not applicable to the Company.

xvii. The Company has not raised any loans on short term basis. Accordingly, the provisions of Clause 4(xvii) of the Order are not applicable to the Company.

xviii. 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. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company.

xix. The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company.

xx. The Company has not raised any money by public issues during the year. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company.

xxi. 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 on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Price Waterhouse & Co., Bangalore

Firm Registration Number: FRN: 007567S

Chartered Accountants

Jeetendra Mirchandani

Place: Gurgaon Partner

Date : February 5,2014 Membership Number: 48125

Dec 31, 2012

1. We have audited the attached Balance Sheet of Honeywell Automation India Limited (the "Company") as at December 31, 2012, and the related Statement of Profit and Loss and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. 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 the 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, as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of ''The Companies Act, 1956'' of India (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 statement on the matters specified in paragraphs 4 and 5 of the 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 our examination of those books;

(c) The Balance Sheet, 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 Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from the directors, as on December 31, 2012 and taken on record by the Board of Directors, none of the directors is disqualified as on December 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, 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 December 31, 2012;

(ii) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Referred to in paragraph 3 of the Auditors'' Report of even date to the members of Honeywell Automation India Limited on the financial statements as of and for the year ended December 31, 2012.

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

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of five years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

ii. (a) The inventory (excluding stocks with third parties) 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 verification is reasonable.

(b) In our opinion, 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) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. (a) The Company has not granted/taken any loans, secured or unsecured, to/ from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii)[(b),(c) and (d) /(f) and (g)] of the said Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, having regard to the explanation that, except for certain items of inventory which are of special nature for which suitable alternative sources do not exist, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. (a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

vii. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

viii. We have broadly reviewed the books of account 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 clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of Income tax, employees'' state insurance and sales tax, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including provident fund, wealth tax, service tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of wealth-tax, service-tax, which have not been deposited on account of any dispute. The particulars of dues of income tax, sales tax, customs duty and excise duty as at December 31, 2012 which have not been deposited on account of a dispute, are as follows

Name of the statute Nature of dues Amount* (Rs in lakhs)

The Central Excise Excise duty, including 3 Act, 1944 applicable penalty

The Customs Act, Penalty 8 1962

Maharashtra Sales Sales Tax / Value Added 103 Tax Act, 1960 Tax, including applicable interest

Maharashtra Sales Sales Tax / Value Added 148 Tax Act, 1960 Tax, including applicable interest

Maharashtra Value Value Added Tax & 16 Added Tax, 2002 Central Sales Tax

Maharashtra Value Value Added Tax & 112 Added Tax, 2002 Central Sales Tax

Maharashtra Value Value Added Tax & 321 Added Tax, 2002 Central Sales Tax

Uttar Pradesh Value Added Tax & 11 Central Sales Tax

Uttar Pradesh Value Added Tax & 91 Central Sales Tax

Uttar Pradesh Value Added Tax & 132 Central Sales Tax

Gujarat Sales Tax Sales Tax / Value Added 36 Act, 1969 Tax, including applicable interest

West Bengal Value Value Added Tax 19 Added Tax Act, 2003

Rajasthan Sales Tax Sales Tax / Value Added 45 Act, 1994 Tax, including applicable interest

Income-tax Act, 1961 Income-tax including 2,273 applicable interest

Income-tax Act, 1961 Income-tax including 472 applicable interest

Name of the Statute Financial Year to which Forum where the dispute is the amount relates pending

The Central Excise Act,1944 2002-03 Customs, Excise and Service Tax Appellate Tribunal

The Customs Act, 1962 2006-07 Customs, Excise and Service Tax Appellate Tribunal

Maharashtra Sales Tax Act, 1960 2000-01 to Maharashtra Sales 2001-02 Tax Appellate Tribunal

Maharashtra Sales Tax Act, 1960 2002-03 Joint Commissioner of Sales Tax (Appeals)

Maharashtra value Added Tax,2002 2006-07 Joint Commissioner of Sales Tax (Appeals)

Maharashtra Value Added Tax, 2002 2007-08 Joint Commissioner of Sales Tax (Appeals)

Maharashtra Value Added Tax, 2002 2008-09 Deputy Commissioner of Sales Tax (Appeals)

Uttar Pradesh 2005-06 Joint Commissioner of Sales Tax (Appeals)

Uttar Pradesh 2007-08 Joint Commissioner of Sales Tax (Appeals)

Uttar Pradesh 2009-10 Joint Commissioner of Sales Tax (Appeals)

Gujarat Sales Tax Act,1969 2000-01 & Assistant Commissioner of 2001-02 Sales Tax (Appeals)

West Bengal Value Added Tax Act, 2003 2005-06 to Assistant Commissioner of 2006-07 Sales Tax (Appeals)

Rajasthan Sales Tax Act, 1994 2006-07 to Deputy commissioner of Sales 2008-09 tax (appeals)

Income-tax Act, 1961 2005-2006 Income Tax Appellate Tribunal

Income-tax Act, 1961 2007-2008 Income Tax Appellate Tribunal

* Net of amounts paid under protest or otherwise

x. The Company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

xi. As the Company does not have any borrowings from any financial institution or bank nor has it issued any debentures as at the balance sheet date, the provisions of Clause 4(xi) of the Order are not applicable to the Company.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company.

xiii. As the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company.

xv. In our opinion, and 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 during the year. Accordingly, the provisions of Clause 4(xv) of the Order are not applicable to the Company.

xvi. The Company has not raised any term loans. Accordingly, the provisions of Clause 4(xvi) of the Order are not applicable to the Company.

xvii. The Company has not raised any loans on short term basis. Accordingly, the provisions of Clause 4(xvii) of the Order are not applicable to the Company.

xviii. 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. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company.

xix. The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company.

xx. The Company has not raised any money by public issues during the year. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company.

xxi. 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 on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Price Waterhouse & Co., Bangalore

Firm Registration Number: FRN: 007567S

Chartered Accountants

Jeetendra Mirchandani

Place : Pune Partner

Date : February 6, 2013 Membership Number: 48125

Dec 31, 2011

1. We have audited the attached Balance Sheet of Honeywell Automation India Limited (the "Company") as at December 31, 2011, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. 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 the 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, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956' of India (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 statement on the matters specified in paragraphs 4 and 5 of the 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 our examination of those books;

(c) The Balance Sheet, Profit and Loss Account and 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 and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from the directors, as on December 31, 2011 and taken on record by the Board of Directors, none of the directors is disqualified as on December 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, 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 December 31, 2011;

(ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Referred to in paragraph 3 of the Auditors' Report of even date to the members of Honeywell Automation India Limited on the financial statements for the year ended December 31, 2011

1. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of five years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

2. (a) The inventory (excluding stocks with third parties) 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 verification is reasonable.

(c) In our opinion, 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.

(d) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. (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 Act.

(b) 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 Act.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that certain items purchased are of special nature for which suitable alternative sources do not exist for obtaining comparative quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of 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 and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

7. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

8. We have broadly reviewed the books of account 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 clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the 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 as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, customs duty, excise duty and cess as at December 31, 2011 which have not been deposited on account of a dispute, are as follows:

Name of the statute Nature of dues Amount* Financial Year to which Forum where the dispute is pending (Rs.'OOO) the amount relates

The Central Excise Excise duty, including 1,899 2002-03 Customs, Excise and Service Tax Act, 1944 applicable penalty Appellate Tribunal

The Customs Act, Penalty 753 2006-07 Customs, Excise and Service Tax 1962 Appellate Tribunal

Maha rashtra Sales Sales Tax / Value Added Tax, 15,097 1999-00 to 2001-02 Maharashtra Sales Tax Tax Act, 1960 including applicable interest Appellate Tribunal

Maha rashtra Sales Sales Tax 9,974 2005-06 Deputy Commissioner of Sales Tax Tax Act, 1960 (MVAT)

Maha rashtra Value Value Added Tax & Central 10,483 2007-08 Joint Commissioner of Sales Tax Added Tax, 2002 Sales Tax (Appeals)

Karnataka Value Value Added Tax 11,034 2006-07 and 2007-08 JCCT (Appeal), Karnataka Added Tax,2003

Gujarat Sales Tax Sales Tax / Value Added Tax, 900 2000-01 and 2001-02 Assistant Commissioner of Sales Tax Act, 1969 including applicable interest (Appeals)

West Bengal Value Value Added Tax 1,925 2005-06 to 2006-07 Assistant Commissioner of Sales Tax Added Tax Act, 2003 (Appeals)

Rajasthan Sales Tax Entry Tax 867 2002-2003 High Court, Rajasthan Act, 1994 4,130 2008-2009

Income- tax Act, 1961 Income- tax including 281,481 2005-2006 Income Tax Appellate Tribunal applicable interest

Income- tax Act, 1961 Income- tax including 137,066 2006-2007 Commissioner of Income Tax (Appeals) applicable interest

* Net of amounts paid under protest or otherwise

10. The Company has no accumulated losses as at December 31, 2011 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/ societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. In our opinion and 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 during the year.

16. The Company has not obtained any term loans.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

18. 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.

19. The Company has not issued any debentures.

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

21. 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 Price Waterhouse & Co.

Firm Registration Number: 007567S

Chartered Accountants

Jeetendra Mirchandani

Place : Mumbai Partner

Date : February 9, 2012 Membership No. 48125

Dec 31, 2009

1. We have audited the attached Balance Sheet of Honeywell Automation India Limited(the "Company"), as at December 31, 2009, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. 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 the 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, as amended by the Companies (Auditors Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956 of India (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 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 our examination of those books;

(c) The Balance Sheet, Profit and Loss Account and 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 and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from the directors, as on December 31,2009 and taken on record by the Board of Directors, none of the directors is disqualified as on December 31,2009 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information required by the Act 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 December 31,2009;

(ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

[Referred to in paragraph 3 of the Auditors Report of even date to the members of Honeywell Automation India Limited on the financial statements for the year ended December 31, 2009]

1. (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of five years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

2. (a) The inventory (excluding stocks with third parties) 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 verification is reasonable.

(b) In our opinion, 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) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. (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 Act.

(b) 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 Act.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that certain items purchased are of special nature for which suitable alternative sources do not exist for obtaining comparative quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of 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 and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

7. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

8. We have broadly reviewed the books of account 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 clause (d) of sub-section (1) of Section 209 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is (generally) regular in depositing the 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 as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty and cess as at December 31, 2009 which have not been deposited on account of a dispute, are as follows :

Name of the statute Nature of dues Amount* (Rs.OOO)

The Central Excise Excise duty, including 1,899 Act, 1944 applicable penalty

The Customs Act, Penalty 753 1962

Maharashtra Sales Sales Tax / Value Added Tax, 20,737 Tax Act, 1960 including applicable interest

Maharashtra Sales Sales Tax, including applicable 18,724 Tax Act, 1960 interest

Maharashtra Sales Sales Tax / Value Added Tax, 25,922 Tax Act, 1960 including applicable interest

Maharashtra Sales Sales Tax 4,642 Tax Act, 1960

Gujarat Sales Sales Tax / Value Added Tax, 900 Tax Act, 1969 including applicable interest

Uttar Pradesh State Inter-State Works Contract Tax 15,466 Trade Tax Act, 1948 and Uttar Pradesh Value Added Tax Act, 2008

West Bengal Value Value Added Tax 1,925 Added Tax Act, 2003

Kerala Value Added Inter-State Works Contract Tax 25,816 Tax Act, 2003

Rajashtan Sales Tax Entry Tax 867 Act, 1994 4,130

Income-tax Act, 1961 Penalty 53,481

Income-tax Act, 1961 Income-tax including applicable 33,542 interest

Name of the Statue Financial Year to which Forum where the dispute is pending the amount relates

The Central Excise Act, 1944 2002-03 Customs, Excise and Service Tax Appellate Tribunal

The Customs Act, 1962 2006-07 Customs, Excise and Service Tax Appellate Tribunal

Maharashtra Sales Tax Act, 1960 1999-00 to Maharashtra Sales Tax 2001 -02 Appellate Tribunal

Maharashtra Sales Tax Act, 1960 2002-03 Deputy Commissioner of Sales Tax (Appeals)

Maharashtra Sales Tax Act, 1960 2004-05 Joint Commissioner of Sales Tax (Appeals)

Maharashtra Sales Tax Act, 1960 2005-06 Deputy Commissioner of Sales Tax (MVAT)

Gujarat Sales Tax Act, 1969 2000-01 Assistant Commissioner of Sales Tax and 2001 -02 (Appeals)

Uttar Pradesh State Trade Tax Act, 1948 and Uttar Pradesh Value Added Tax

Act, 2008 2004-05 to Joint Commissioner of Sales Tax 2007-08 (Appeals)

West Bengal Value Added Tax Act, 2003 2005-06 to Assistant Commissioner of Sales Tax 2006-07 (Appeals)

Kerala Value Added Tax Act, 2003 2009-2010 Deputy Commissioner of Sales Tax (Appeals)

Rajashtan Sales Tax Act, 1994 2002-2003 High Court, Rajasthan 2008-2009

Income-tax Act, 1961 1998-99, Commissioner of Income Tax (Appeals).

1999-00 and Stay against the outstanding demand 2001 -02 has been granted to the Company Income -tax Act, 1961 2004-05 Commissioner of Income Tax (Appeals)

"Net of amounts paid under protest or otherwise

10. The Company has no accumulated losses as at December 31,2009 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the Balance Sheet date.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. In our opinion and 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 during the year.

16. The Company has not obtained any term loans.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

18. 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.

19. The Company has not issued any debentures.

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

21. 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.

Jeetendra Mirchandani Partner

Membership No. F 48125

For and on behalf of Place : Mumbai Price Waterhouse & Co.

Date : February 1, 2010 Chartered Accountants

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