Auditor Report of Techno Electric & Engineering Company Ltd.

Mar 31, 2023

Techno Electric & Engineering Company Limited

REPORT ON THE AUDIT OF THESTANDALONE FINANCIAL STATEMENTS

Opinion

1. We have audited the accompanying standalone financial statements of Techno Electric & Engineering Company Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2023, 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 notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (''the Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (''Ind AS'') specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, and

its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone 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 thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone 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.

5. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter	How our audit addressed the key audit matter
1. Revenue Recognition - accounting for	Our audit procedures relating to revenue recognition
construction contracts	included, but were not limited to, the following:
Refer Note 3.1 (m) for accounting policy and	• Evaluated the appropriateness of the Company''s
Note 25 for the related relevant disclosures	accounting policy for revenue recognition in
in the accompanying standalone financial	accordance with Ind AS 115 - Revenue from
statements.	contracts with customers;
There are significant accounting judgements	• Obtained an understanding of the Company''s
in estimating revenue to be recognised	processes. Evaluated the design, implementation
on contracts with customers, including	and tested the operating effectiveness of
estimation of costs to complete. The Company	key internal financial controls with respect to
recognizes revenue based on the stage of	estimation of forecasted contract revenue and
completion in proportion of the contract	contracts costs;
costs incurred at balance sheet date, relative	• For a sample of contracts, performed the following
to the total estimated costs of the contract	procedures:
at completion. The recognition of revenue is therefore dependent on estimates in relation	a. Inspected the underlying documents such as
to total estimated costs of each such contract.	customer contract/ agreement and variation
Significant judgements are involved in determining the expected losses, when such	orders, if any, for the significant contract terms and conditions;
losses become probable based on the expected	b. evaluated the identification of performance
total contract cost. Cost contingencies are	obligations of the contract;
included in these estimates to take into account	c. obtained an understanding of and evaluated
specific risks of uncertainties or disputed claims	the reasonableness of the assumptions
against the Company, arising within each	applied in determining the forecasted revenue
contract. These contingencies are reviewed by	and cost to complete; and
the Management on a regular basis throughout	d. tested the existence and valuation of variable
the life of the contract and adjusted where	consideration with respect to the contractual
appropriate. The revenue on contracts may also	terms and conditions and inspected the
include variable consideration (variations and claims). Variable consideration is recognised	correspondence with customers
when the recovery of such consideration is	• For cost incurred to date, tested samples
highly probable.	to appropriate supporting documents and
Considering the materiality of amounts	performing cut-off procedures;
involved and above significant judgements and	• Tested the forecasted cost by obtaining executed
complexities, revenue recognition has been	purchase orders/agreements/ relevant documents
considered as a key audit matter for the current	and evaluated the reasonableness of management
year audit.	judgements/ estimates; and • Evaluated the appropriateness and adequacy of the disclosures related to contract revenue and costs in the standalone financial statements in accordance with the applicable accounting standards.

Key audit matter	How our audit addressed the key audit matter
2. Recoverability of long outstanding trade	Our audit procedures included, but were not limited
receivables and disputed other receivables	to, the following:
under other Financial Assets	• Obtained an understanding of the management
Refer Notes 3.1 (m), 3.1 (j) and 3.2 (e) for	process and evaluated the design and tested the
accounting policy and Note 13 for the related	effectiveness of key internal financial controls for
relevant disclosures in the accompanying	assessing the recoverability of unbilled work-in-
standalone financial statements.	progress (contract assets), trade receivables and
The Company, as at 31 March 2023, has unbilled work-in-progress (contract assets), trade receivables and other receivables amounting to ^ 27,487.29 lakhs, ^ 64,131.28 lakhs and ? 3,445.43 lakhs respectively, which represent various receivables in respect of disputed and undisputed receivables in respect of closed and ongoing projects. The Company is currently under negotiations/ discussions/ arbitration/ litigation with the customers for the disputed receivables.	other receivables. • Discussed extensively with management regarding steps taken for recovering the amounts; • Assessed the reasonability of judgements exercised and estimates made by management with respect to the recoverability of these receivables and validated them with corroborating evidence;
	• Verified contractual arrangements to support management''s position on the tenability and recoverability of these receivables.
The Unbilled work-in-progress (contract
assets) and trade receivables include disputed	• Obtained an understanding of the current year
receivables amounting to ? 14,390.66 lakhs	developments for respective claims/ arbitration
where the Company is currently under negotiations/ discussions/ arbitration/ litigation with the customers. Further, other receivables	awards pending at various stages of negotiations / discussions / arbitration / litigation and corroborated the updates with relevant underlying
(included under other financial assets as at 31	documents.
March 2023) amounting to ? 1,772.00 lakhs,	• Reviewed the legal and contractual experts'' note
representing claims for differential amount	and / or legal opinion from independent legal
awarded in favour of the Company.	counsel obtained by the management; and
Management, based on contractual tenability	• Evaluated the appropriateness and adequacy
of the claims/ receivables, progress of the	of the disclosures in the standalone financial
negotiations/ discussions/ arbitration/ litigation	statements in accordance with the applicable
and relying on the legal opinion obtained from independent legal counsel, has determined that no provision is required to be recognised for the aforementioned receivables.	accounting standards.
Considering the materiality of the amounts involved, uncertainty associated with the outcome of the negotiations/ discussions/ arbitration/ litigation and significant management judgement involved in its assessment of recoverability, this was considered to be a key audit matter in the audit of the standalone financial statements.
Further, the aforementioned matter relating to recoverability of above discussed receivables as fully explained in Note 13 to the standalone financial statements is also considered fundamental to the understanding of the users of financial statements.

Information other than the Financial Statements and Auditor''s Report thereon

6. The Company''s Board of Directors are responsible for the other information.

The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor''s report thereon.

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

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

7. The accompanying standalone financial statements have been approved by

the Company''s Board of Directors.

The Company''s Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under Section 133 of the Act 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the financial statements, the Board of Directors are responsible for assessing the Company''s 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 intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the

Standalone Financial Statements

10. 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 auditor''s 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 Standards on Auditing 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.

11. As part of an audit in accordance with Standards on Auditing, specified under Section 143(10) of the Act 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 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 with reference to financial statements 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 management;

• Conclude on the appropriateness of Board of Directors'' 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 Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s 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 auditor''s 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;

12. 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.

13. 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.

14. 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 auditor''s 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.

Other Matter

15. The standalone financial statements of the Company for the year ended 31 March 2022 were audited by the predecessor auditor, Singhi & Co. Chartered Accountants, who have expressed an unmodified opinion on those standalone financial statements vide their audit report dated 30 May 2022.

Report on Other Legal and Regulatory

Requirements

16. As required by Section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under Section 197 read with Schedule V to the Act.

17. As required by the Companies (Auditor''s Report) Order, 2020 (''the Order'') issued by the Central Government of India in terms of Section 143(11) of the Act we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

18. Further to our comments in Annexure A, 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 purpose of our audit of the accompanying standalone financial statements;

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 standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as at 31 March 2023 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 with reference to financial statements of the Company as on 31 March 2023 and the operating effectiveness of such controls, refer to our separate Report in Annexure B wherein we have expressed an unmodified opinion; and

g) With respect to the other matters to be included in the Auditor''s Report in accordance with rule 11 of the Companies (Audit and Auditors)

Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. the Company, as detailed in note 39 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2023.;

ii. the Company did not have any longterm contracts including derivative contracts for which there were any material foreseeable losses as at

31 March 2023;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2023;

iv. a. The management has

represented that, to the best of its knowledge and belief, as disclosed in note 45 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or

securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities (''the intermediaries''), 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 (''the Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has

represented that, to the best of its knowledge and belief, as disclosed in note 45 to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (''the Funding Parties''), 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 (''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

v. The final dividend paid by the

Company during the year ended

31 March 2023 in respect of such dividend declared for the previous year is in accordance with Section 123 of the Act to the extent it applies to payment of dividend. Further as stated in note 17 to the accompanying standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year ended 31 March 2023 which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 requires all companies which use accounting software for maintaining their books of account, to use such an accounting software which has a feature of audit trail, with effect from the financial year beginning on 1 April 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 (as amended) is not applicable for the current financial year.

For Walker Chandiok & Co LLP

Chartered Accountants Firm''s Registration No.: 001076N/N500013

Manoj Kumar Gupta

Partner

Membership No.: 083906 UDIN: 23083906BGXEKO6068

Place: Kolkata Dated: 29 May 2023

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Mar 31, 2018

Report on the Standalone Financial Statements

1. This report supersedes our earlier report dated May 25, 2018 addressed to members of Simran Wind Project Limited (name changed to Techno Electric & Engineering Company Limited).

2. We have audited the accompanying standalone financial statements of TECHNO ELECTRIC & ENGINEERING COMPANY LIMITED (Formerly Known as SIMRAN WIND PROJECT LIMITED) (hereinafter referred to as “the Company”) which comprises of the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement, the Statement of Changes in Equity, for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements”) in which is incorporated the financial information of erstwhile Techno Electric & Engineering Company Limited (‘Transferor Company’) for the year ended on that date (Refer paragraph 8 of the Other Matters below).

Management’s Responsibility for the Standalone Financial Statements

3. The Company’s Board of Directors is responsible for the matter stated in Section 134(5) of the Companies Act, 2013 (hereinafter referred to as “the Act”) with respect to the preparation of these Standalone financial statement that give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and statement of 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. 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 the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

4. Our responsibility is to express an opinion on these standalone 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 thereunder.

We conducted our audit of the Standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative announcement issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

5. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone 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 Company’s Directors, as well as evaluating the overall presentation of the standalone financial statements.

6. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

7. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its profit, total comprehensive income, its cash flows and statement of changes in equity for the year ended on that date.

Other Matters

8. We draw attention to Note 47 (j) to the standalone financial statements which describes the basis for revision of the standalone financial statements consequent to the amalgamation of Techno Electric & Engineering Co. Limited, an erstwhile holding company with the Company, pursuant to a Scheme of Amalgamation sanctioned by the National Company Law Tribunal (“NCLT”) vide its order dated July 20, 2018 (“the Scheme”). We further report that, our audit procedures on the subsequent events in so far as it relates to the revision to the standalone financial statements (as amended) are restricted solely to the aforesaid matter relating to the Scheme and no effect have been given for any other events, if any, occurring after May 25, 2018 (being the date on which the standalone financial statements were first approved by the Board of Directors of the Company and reported upon by us by our report of that date).

9. Attention is drawn to the fact that the comparative figure for the year ended March 31, 2017 are based on the previously issued standalone financial statement, prepared in accordance with the Ind AS, that were audited by the erstwhile Auditor. The audit report dated May 25, 2017 on the audited standalone financial statement of the Company for the year ended March 31, 2017 issued by erstwhile auditor expressed an unmodified opinion.

Our opinion is not modified in respect of the above matters.

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of Section 143 of 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, a statement of the matter specified in paragraph 3 & 4 of the order.

11. As required by section 143(3) of the Act, based on our audit, we report to the extent applicable.

(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 of the aforesaid standalone financial statements.

(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 books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act read with relevant rule issued there under.

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

(f) With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls; refer to our separate Report in “Annexure B”.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The standalone financial statements disclose the impact of pending litigations on the financial position of the Company. Refer Note 45 of the standalone financial statements.

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

iii. There has been no delay in transferring amounts required to be transferred, to the Investor Education and Protection Fund by the Holding Company and its subsidiary companies incorporated in India.

iv. The disclosure in the standalone financial statements regarding holdings as well as dealings in specified bank notes during the period from November 8, 2016 to December 30, 2016 have not been made since they do not pertain to the financial year ended March 31, 2018.

Annexure-A to the Independent Auditors’ Report

(Referred to in paragraph 10 under the heading ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date in respect to statutory audit of TECHNO ELECTRIC & ENGINEERING COMPANY LIMITED (Formerly Known as SIMRAN WIND PROJECT LIMITED) for the year ended March 31, 2018

i. In respect of Property, Plant & Equipment:

(a) The Company has maintained proper records to show full particulars including quantitative details and situation of its Property, Plant & Equipment.

(b) The company has a phased program of physical verification of its Property, Plant & Equipment which in our opinion is reasonable having regard to the size of the company and its nature of business. In accordance with such program, the management has physically verified the Property, Plant & Equipment during the year and no material discrepancies were noticed on such verification.

(c) According to the information and explanation given to us and on the basis of our examination of the records of the company, the title deeds of immovable properties are held in the name of the Company.

ii. As explained to us, inventories were physically verified during the year by the management at reasonable intervals. In our opinion the information and explanation given to us, discrepancies noticed on physical verification of inventories as compared to the book records were not material and have been properly dealt with in the books of account.

iii. During the year, the Company has not granted any secured or unsecured loans to a body corporate covered in the register maintained under section 189 of the Act. Accordingly, the provisions of paragraph 3(iii), 3(iii)a to 3(iii)b of the said order are not applicable.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans, investments, guarantees and securities, as applicable.

v. According to information and explanation given to us, the company has not accepted any deposits from public during the year.

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

vii. According to the information and explanations given to us and the records of the company examined by us:

(a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess, Goods & Services Tax and any other statutory dues as applicable, to the appropriate authorities. There are no arrears in respect of the aforesaid dues as at March 31, 2018 for a period of more than six months from the date they become payable.

(b) The particulars of dues of Value Added Tax, Sales Tax and Service Tax which have not been deposited on account of any dispute and the forum where the dispute is pending are as under:

Name of the Statute	Nature of Dues	Amount (Rs.)	Period to which the amount relates	Forum Where Dispute is Pending
Central Sales Tax Act,1956	Non receipt of “C” & ”E-I Forms	1,89,67,831/-	2012-13	Revisional Board, West Bengal
West Bengal VAT Act, 2003	Non receipt of “C” & ”E-I Forms	62,05,556	2013-14	Revisional Board, West Bengal
Central Sales Tax Act,1956	Demand raised due to WCT Non receipt of “C” & ”E-I Forms	VAT -64,27,684 CST -1,40,07,803	2014-15	Senior Joint Commissioner, Commercial Taxes, Chowringhee Circle, West Bengal
Orissa Value Added Tax Act, 2004	Due to non-submission of books of Accounts at the time of assessment	50,21,605	2005-06 to 2008-09	Tribunal Authority, Angul
Madhya Pradesh Vat Act, 2002	Dispute on account of Extra freight & Entry Tax charge on Purchase, etc.	20,58,719	2012-13	Appellant Authority, Jabalpur
Madhya Pradesh Vat Act, 2002	TDS Credit not admitted.	5,10,404	2014-15	Appellant Authority, Jabalpur
Service Tax Act,1994	Dispute on account of higher abatement claimed in discharging RCM liability	23,19,103	2014-15	Commissioner Appeals II, Kolkata

viii. According to the information and explanations given to us and based on our examination of the records of the company, the Company has not defaulted in repayment of dues to banks or financial institutions, banks or debenture holders.

ix. Based on our audit procedures and according to the information and explanations given to us, the company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year.

x. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi. According to the information and explanation given to us and on the basis of our examination of the records of the company, the managerial remuneration paid or provided by the company is in accordance with the provisions of section 197 read with Schedule V of the Act, during the year.

xii. In our opinion and according to the information and explanation given to us, the company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

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

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

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

Annexure-B to the Independent Auditor’s Report

(Referred to in paragraph 11 (f) under the heading ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date in respect to statutory audit of TECHNO ELECTRIC & ENGINEERING COMPANY LIMITED (Formerly Known as SIMRAN WIND PROJECT LIMITED) for the year ended March 31, 2018

Report on the Internal Financial Controls over financial Reporting under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 (“the Act”)

1. In conjunction with our audit of the standalone financial statements of the Company as of and for the year ended March 31, 2018, we have audited the internal financial controls over financial reporting of TECHNO ELECTRIC & ENGINEERING COMPANY LIMITED (Formerly Known as SIMRAN WIND PROJECT LIMITED) (‘the Company’) as of that date.

Management’s Responsibility for Internal Financial Controls

2. The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (“ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by ICAI 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 auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on company’s internal financial control system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

4. A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with 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 company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

5. 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

6. 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 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.

Other Matter

7. We draw attention to Note 47 (j) to the standalone financial statements which describes the basis for revision of the standalone financial statements consequent to the amalgamation of Techno Electric & Engineering Co. Limited, an erstwhile holding company with the Company, pursuant to the Scheme of Amalgamation sanctioned by the National Company Law Tribunal (“NCLT”) vide its order dated July 20, 2018. We further report that, our audit procedures on the subsequent events in so far as it relates to the revision to the standalone financial statements (as amended) with respect to the adequacy and operating effectiveness of internal financial controls over financial reporting therein are restricted solely to the aforesaid matter relating to the Scheme and no effect have been given for any other events, if any, occurring after May 25, 2018 (being the date on which the standalone financial statements were first approved by the Board of Directors of the Company and reported upon by us by our report of that date).

For Singhi & Co.

Chartered Accountants

Firm’s Registration No. 302049E

(Navindra Kumar Surana)

Partner

Membership No. 053816

Place: Kolkata

Date: 10th day of August, 2018