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Auditor Report of Thejo Engineering Ltd.

Mar 31, 2023

INDEPENDENT AUDITORâS REPORT

To the Members of Thejo Engineering Limited

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statements of Thejo Engineering Limited
(âthe Companyâ), which comprise the Balance Sheet as at March 31,2023, and the statement of Profit and
Loss, including Other Comprehensive Income, statement of changes in Equity and statement of Cash Flows
for the year then ended, and notes to the standalone Ind AS Financial Statements, including 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
Standalone Ind AS 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 accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31,2023, and Profit and Other
Comprehensive loss , changes in Equity and its Cash Flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10)
of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditorâs
Responsibilities for the Audit of the Standalone Ind AS 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 together with the ethical requirements that are relevant to our audit of the standalone
Ind AS financial statements under the provisions of the Companies Act, 2013 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.

Information Other than the Financial Statements and Auditorâs Report Thereon

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

Our opinion on the Standalone Ind AS 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 Ind AS 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 Ind AS 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.

Responsibility of Management for Standalone 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 Standalone Ind AS 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 accounting principles
generally accepted in India, including the Indian Accounting Standards specified 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 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 statement that give a true
and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Ind AS 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 Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS 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
Standalone Ind AS Financial Statements.

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

a) Identify and assess the risks of material misstatement of the Standalone Ind AS 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.

b) 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 Companies Act, 2013, 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.

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

d) 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.

e) Evaluate the overall presentation, structure and content of the standalone Ind AS financial statements,
including the disclosures, and whether the standalone Ind AS financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.

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 standalone Ind AS 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 the Companies (Auditorâs Report) Order, 2020 (âthe Orderâ), issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give

in the âAnnexure Aâ to this report a statement on the matters specified in paragraphs 3 and 4 of the

Order, to the extent applicable.

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

a) 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 the statement of Other Comprehensive
Income, Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report
are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules,
2015, as amended.

e) On the basis of the written representations received from the directors as on March 31,2023 taken
on record by the Board of Directors, none of the directors is disqualified as on March 31,2023 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 over financial reporting of the Company
and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ to
this report.

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:

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.

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, 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
standalone Ind AS financial statements. Refer Note No.26.1.2 of Standalone Ind AS 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 were no amounts which were 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 we have considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us to believe that the
representations as provided under (a) and (b) above, contain any material misstatement.

(v) The final dividend declared and paid by the Company during the year in respect of the previous
financial year is in accordance with section 123 of the Act 2013 to the extent it applies to
payment of dividend.

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 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 Companies (Accounts) Rule, 2014 for maintaining books of accounts
using accounting software which has a feature of recording audit trail (edit log) facility is
applicable to the Company with effect from 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 March 31,2023.

For BRAHMAYYA & CO.

Chartered Accountants

Firm Regn. No. 000511S

P. BABU

Place : Chennai Partner

Date : May 25, 2023 Membership No. 203358

UDIN: 23203358BGWESB5929

Mar 31, 2021

Report on the Audit of the Standalone Financial Statements1. Opinion

We have audited the financial statements of Thejo Engineering Limited (âthe Companyâ), which comprise the balance sheet as at 31^st March 2021, and the statement of Profit and Loss, and statement of cash flows for the year then ended, and notes to the financial Statements, including 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 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 31,2021, and Profit and its cash flows for the year ended on that date.

2. Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditorâs Responsibilities 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 together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 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.

3. 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 that there are no key audit matters to be communicated in our report.

4. Emphasis of matter

We draw attention to Note No.24.13.6 of the financial statements, wherein the Company has disclosed its Assessment of the Covid-19 pandemic. As mentioned therein, the assessment of the Management does not indicate any material effect on the carrying value of its assets and liabilities of the Company on the reporting date or any adverse change in the ability of the Company to continue as a Going Concern. The assessment of the Management is dependent on the circumstances as they evolve considering the uncertainties prevailing in the economic situation.

Our opinion is not modified in respect of this matter.

5. Information Other than the Financial Statements and Auditorâs Report Thereon

The Companyâs Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Boardâs Report including Annexures to Boardâs Report and Shareholderâs Information, 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.

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 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.

6. Responsibility of Management for Standalone Financial Statements

The Companyâs Board of Directors are responsible for the matters stated in section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these financial Statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. 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 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.

7. Auditorâs Responsibilities 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 Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

a) 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.

e) On the basis of the written representations received from the directors as on 31^st March, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st 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 Bâ.

g) With respect to other matters to be included in Auditors Report in accordance with the requirement 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 provisions of Section 197 of the Act.

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, 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 24.1.4 to the financial statements.

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

(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For BRAHMAYYA & CO. Chartered Accountants Firm Regn. No. 000511S

P. BABU

Place : Chennai Partner

Date : 14^th June, 2021 Membership No. 203358

UDIN: 21203358AAAAKA4715

Mar 31, 2018

1. Report on the Financial Statements

We have audited the accompanying financial statements of Thejo Engineering Limited (âthe Companyâ),which comprise the Balance Sheet as at March 31, 2018, and the Statement of Profit and Loss, Cash Flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Managementâs Responsibility for the 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 f i nancial statements that give a true and fair view of financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specif i ed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment Rules, 2016, as amended. 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 fi nancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditorâs Responsibility

Our responsibility is to express an opinion on these fi nancial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit of the fi nancial statements in accordance with the Standards on Auditing specif ed under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal fi nancial control relevant to the Companyâs preparation of the 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 fi nancial statements.

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

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 prof t and its Cash Flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

i) As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ), issued by the Central Government of India in terms of sub-section 11 of section 143 of the Act, we give in the âAnnexure Aâ to this Report, a statement on the matters specified in paragraphs 3 and 4 of the said Order.

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

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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;

c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid fi nancial statements comply with the Accounting Standards specif ed under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014 and the Companies (Accounting Standards) Amendment Rules, 2016, as amended.

e. On the basis of written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualif ed 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 internal fi nancial controls with reference to fi nancial statements of the Company and the Operating Effectiveness of such controls, refer to our separate report in âAnnexure - B.â

g. 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, 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 as referred to in note 25.1.4 to 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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE-A TO THE AUDITORSâ REPORT

Referred to in Paragraph 5 of Our Report of Even Date

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

(b) Fixed assets have been physically verified by the Management during the year, in accordance with an annual plan of verification, which in our opinion is reasonable having regard to the size of the Company and the nature of the fixed assets. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account.

(c) The title deeds of immovable properties owned by the company are held in the name of the Company based on the documents produced for our verification.

(ii) Inventories have been physically verif ed by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book records which were not material, have been properly dealt with in the books of account.

(iii) The Company has granted an unsecured advance to one of its subsidiary company, covered in the Register maintained under Section 189 of the Act for which there are no terms of repayment of advance or payment of interest. The Company has also granted unsecured loan to two subsidiaries, covered in the Register maintained under Section 189 of the Act.

(a) The terms and conditions of the grant of such loans are not prejudicial to the Companyâs interest.

(b) The repayment of principal and payment of interest has been stipulated and the repayments and receipts are regular

(iv) In our opinion and according to the information and explanations given to us, the Company has not advanced any loan, given any guarantee or provided any security to the parties covered under Section 185 and the Company has not given any loan or made any investment covered under section 186 of the Companies Act, 2013. Accordingly, reporting under clause 3 (iv) of the Order does not arise.

(v) According to the information and explanations given to us, the Company has not accepted any deposits within the meaning of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed thereunder. Accordingly, reporting under clause 3 (v) of the Order does not arise.

(vi) We have broadly reviewed the cost record maintained by the company prescribed by the Central Government under Section 148(1) of the act and are of the opinion, that prim facie, the prescribed cost records have been maintained. We have however not made a detailed examination of cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company is generally regular in depositing undisputed statutory dues including provident fund, employeesâ state insurance, income tax, sales tax, service tax, goods and services tax, duty of customs, value added tax and other statutory dues applicable to it during the year with appropriate authorities. According to the information and explanations given to us, there were no undisputed amounts payable in respect of provident fund, employeesâ state insurance, income-tax, sales tax, service tax, goods and services tax, duty of customs, value added tax and other, dues outstanding as at 31 March 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, in case dues of income tax or sales tax or service tax or duty of customs or goods and service tax or duty of excise or value added tax or cess have not been deposited on account of any dispute, the amounts involved and the forum where dispute is pending are mentioned below:

Rs. in Lakhs

Name of statute	Disputed Amount	Period to which it relates	Forum where dispute is pending
APGST	7.40	2002-03	Commercial Tax Officer, Naidupet, Andhra Pradesh
APGST	9.92	2003-04	Commercial Tax Officer, Naidupet, Andhra Pradesh
Central Excise	18.25	July 2000 - June 2004	CESTAT, Bangalore
Central Excise	3.49	July 2004 - Jan 2005	CESTAT, Bangalore
Central Excise	1.23	Feb 2005 - Aug 2005	CESTAT, Bangalore
Central Excise	0.66	Jan 2007 - April 2007	CESTAT, Bangalore
CST	1.36	2002 - 03	Commercial Tax Officer, Naidupet, Andhra Pradesh
CST	16.18	2000 - 01	High Court of Judicature at Andhra Pradesh
Customs	12.50	Oct - 01	Commissioner of Customs
Income Tax	5.43	AY 2003-04 to 200809	Income Tax Department
Service Tax	5.33	2011-12	Service Tax Department
Central Excise	0.23	Sep 2005 - March 2006	CESTAT, Bangalore
CST	0.42	2004 - 05	Joint Commissioner of Commercial Taxes (Appeals), Jharkhand
Central Excise	0.68	April - Dec. 2006	CESTAT, Bangalore
Jharkhand Sales Tax	5.31	2004 - 05	Joint Commissioner of Commercial Taxes (Appeals), Jharkhand
Income Tax	28.47	AY 2001-02	CIT(A)
MP Sales Tax	1.04	2013-14	Commissioner of Commercial Taxes
IT - TDS - Salary	0.45	AY 2010-11	TDS - AO
Service Tax	5.62	Apr-Sep 2014	Assistant Commissioner - Service Tax
West Bengal VAT	2.95	2015-16	VAT Tribunal
Uttar Pradesh VAT	3.91	2011-12	Assistant Commissioner - Appeals
Jharkhand VAT	12.21	2010-11	Deputy Commissioner - Appeals
Jharkhand VAT	22.03	2011-12	Deputy Commissioner - Appeals
Income Tax	4.95	AY 2014-15	CIT (Appeals)

(viii) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowing to banks and fi nancial institutions. The Company has not taken any loans or borrowing from Government or through placement of debentures during the year.

(ix) The Company has neither raised any money by way of initial public offer or further public offer (including debt instruments) during the year. The Company has availed term loans during the year and utilized for the purpose for which they have been obtained.

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

(xi) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, managerial remuneration including sitting fees to Directors has been paid in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion and according to the information and explanations 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, all 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 give 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 them. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, reporting under clause 3 (xvi) of the Order does not arise.

Referred to in Paragraph 5 of Our Report of Even Date Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

We have audited the internal fi nancial controls over fi nancial reporting of Thejo Engineering Limited (âthe Companyâ) as of 31 March 2018 in conjunction with our audit of the 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 fi nancial 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 (âthe Guidance Noteâ) issued by the Institute of Chartered Accountants of India (âICAIâ). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and eff cient 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 (âthe Actâ).

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) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal fi nancial controls system over fi nancial 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 judgment, including the assessment of the risks of material misstatement of the AS 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 fi nancial reporting and the preparation of fi nancial 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 ref i ect 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, 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 March 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.

For BRAHMAYYA & CO.

Chartered Accountants

Firm Regn. No. : 000511S

P. BABU

Place : Chennai Partner

Date : 28.05.2018 Membership No. : 203358

Mar 31, 2017

INDEPENDENT AUDITORSâ REPORT TO THE MEMBERS OF THEJO ENGINEERING LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of THEJO ENGINEERING LIMITED ("the Company"), which comprise the Balance Sheet as at 31^st March, 2017, the Profit and Loss Statement, the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.

Managementâs Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorsâ Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company''s preparation of the 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 financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2017, its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. 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, we give in the Annexure-A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

c) The Balance Sheet, the Profit and Loss Statement and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the branches not visited by us;

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors as on 31^st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act;

f) With respect to the adequacy of the Internal Financial Controls over Financial Reporting of the Company and Operating effectiveness of such controls, we give our separate report in Annexure- B; and

g) With respect to the other matters to be included in the Auditors'' Report in accordance with Rule 11 of the Companies (Audit and Auditor''s) Rules, 2014, 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 as referred to in Note 25.1.4 to 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 were no amounts required to be transferred, to the Investor Education and Protection Fund by the Company.

This is the Annexure referred to in our report to the members of THEJO ENGINEERING LIMITED ("the Company") on the standalone financial statements for the year ended on 31.03.2017. We report that:

(i) (a) The Company has generally maintained records showing particulars, and situation of fixed assets.

(b) These fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

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

(ii) Physical verification of inventory has been conducted at reasonable intervals by the management and no material discrepancies were noticed as per information given.

(iii) (a) The Company has granted unsecured advance, to one of its subsidiary companies, covered in

the Register maintained under section 189 of the Act for which there are no terms of agreement for repayment of advance or payment of interest. The Company has also granted unsecured loan to another subsidiary, covered in the Register maintained under section 189 of the Act, the receipt of principal and interest whereof is regular.

(b) The terms and conditions of the grant of such loans are not prejudicial to the Company''s interest.

(iv) Provisions of section 185 and 186 of the Act have been complied with in respect of loans, investments, guarantees, and security.

(v) The Company has not accepted any deposits from the Public.

(vi) Company maintains cost records as specified by the Central Government under sub-section (1) of section 148 of the Act.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of

the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues were in arrears as at 31^st March, 2017 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, in case dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute, the amounts involved and the forum where dispute is pending are mentioned below:

Name of statute	Amount of Dispute (31/3/17)	Amount of Dispute (31/3/16)	Amount Deposited (31/3/17)	Period to which it relates	Forum where dispute is pending
APGST	8.40	8.40	1.00	2002-03	Commercial Tax Officer, Naidupet
APGST	9.92	9.92		2003-04	Commercial Tax Officer, Naidupet
Central Excise	0.00	29.69		1996-2000
Central Excise	18.25	18.25		July 2000 -June 2004	CESTAT, Bangalore
Central Excise	3.49	3.49		July 2004 -Jan 2005	CESTAT, Bangalore
Central Excise	1.23	1.23		Feb 2005 -Aug 2005	CESTAT, Bangalore
Central Excise	0.66	0.66		Jan 2007 -April 2007	CESTAT, Bangalore
CST	2.36	2.36	1.00	2002 - 03	Commercial Tax Officer, Naidupet
CST	16.18	16.18		2000 -01	High Court of Judicature at Andhra Pradesh
Customs	12.50	12.50		Oct - 01	Commissioner of Customs
Income Tax	5.43	5.43		AY 2003-04 to 2008-09	Income Tax Department
Service Tax	5.33	5.33		2011-12	Service Tax Department
Central Excise	0.45	0.45	0.22	Sep 2005 -March 2006	CESTAT, Bangalore
CST	0.42	0.42		2004 - 05	Joint Commissioner of Commercial Taxes (Appeals), Jharkhand
Central Excise	1.36	1.36	0.68	April - Dec. 2006	CESTAT, Bangalore
Jharkhand Sales Tax	5.31	5.31		2004 - 05	Joint Commissioner of Commercial Taxes (Appeals), Jharkhand
Income Tax	58.47	58.47	30.00	A.Y 2001-02	CIT(A)
MP Sales Tax	1.04	1.04		2013-14	Commissioner of Commercial Taxes
IT - TDS -Salary	0.58	0.58		AY 2008-09, 2010-11 & 2014-15	TDS - AO
IT - TDS -Non-Salary	1.31	1.31		AY 2008-09 to 2014-15	TDS - AO
Service Tax	5.62	5.62		Apr-Sep 2014	Assistant Commissioner - Service Tax
West Bengal VAT	2.95	2.95	2.95	2015-16	VAT Tribunal

Name of statute	Amount of Dispute (31/3/17)	Amount of Dispute (31/3/16)	Amount Deposited (31/3/17)	Period to which it relates	Forum where dispute is pending
Uttar Pradesh VAT	3.91	3.91		2011-12	Assistant Commissioner - Appeals
Jharkhand VAT	13.57	0.00	1.36	2010-11	Deputy Commissioner -Appeals
Jharkhand VAT	24.48	0.00	2.45	2011-12	Deputy Commissioner -Appeals
Income Tax	28.91	0.00		AY 2014-15	CIT (Appeals)
Total	232.13	194.86	39.66

(viii) The Company has not defaulted in repayment of loans or borrowing to a financial institution, bank, Government or dues to debenture holders.

(ix) Moneys raised by way of initial public offer and term loans were applied for the purposes for which those were raised.

(x) According to the information and explanations given to us, no material fraud by the Company or any material fraud 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 explanations given to us and on the basis of our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations 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 on the basis of 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 the 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 on the basis of 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 on the basis of our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with the directors.

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

Report on the Internal Financial Controls 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 Thejo Engineering Limited ("the Company") as at 31^st March, 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

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. 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 the 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 Act.

Auditorsâ Responsibility

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") and the Standards on Auditing, both issued by the Institute of Chartered Accountants of India and deemed to be 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 were established and maintained and such control operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls 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 when a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial controls 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 company''s internal financial controls 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 expenses of the Company are being made only in accordance with authorizations of management/ directors of the Company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized 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

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or management override of control, material misstatements due to fraud or error 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 controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate system of internal financial controls over financial reporting and such system was operating effectively as at 31^st March, 2017, based on the details furnished by the Company and internal financial controls over financial reporting criteria established by the Company, considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For JOSEPH & RAJARAM

Chartered Accountants

Firm Reg. No. : 001375S

LAKSHMINARAYANAN R

Date : 27.05.2017 Partner

Place: Chennai M. No. : 016246

Mar 31, 2016

INDEPENDENT AUDITORSâ REPORT TO THE MEMBERS OF THEJO ENGINEERING LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of THEJO ENGINEERING LIMITED ("the Company"), which comprise the Balance Sheet as at 31^st March, 2016, the Profit and Loss Statement, the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.

Managementâs Responsibility for the Standalone Financial Statements

Auditorsâ Responsibility

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2016, its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors as on 31^st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2016 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 Operating effectiveness of such controls, we give our separate report in Annexure-B; and

i. The Company has disclosed the impact of pending litigations on its financial position as referred to in Note 25.1.4 to 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 were no amounts required to be transferred, to the Investor Education and Protection Fund by the Company.

This is the Annexure referred to in our report to the members of THEJO ENGINEERING LIMITED ("the Company") on the standalone financial statements for the year ended on 31.03.2016. We report that:

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

(b) These fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(ii) Physical verification of inventory has been conducted at reasonable intervals by the management and no material discrepancies were noticed.

(iii) (a) The Company has granted unsecured advance, to one of its subsidiary companies, covered in the Register maintained under section 189 of the Act for which there are no terms of agreement for repayment of advance or payment of interest. The Company has also granted unsecured loan to another subsidiary, covered in the Register maintained under section 189 of the Act, the receipt of principal and interest whereof is regular.

(b) The terms and conditions of the grant of such loans are not prejudicial to the Company''s interest.

(iv) Provisions of section 185 and 186 of the Act have been complied with in respect of loans, investments, guarantees, and security.

(v) The Company has not accepted any deposits from the Public.

(vi) Company maintains cost records as specified by the Central Government under sub-section (1) of section 148 of the Act.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues were in arrears as at 31^st March 2016 for a period of more than six months from the date they became payable.

Rs, in Lakhs
Name of statute	Amount of Dispute (31/3/16)	Amount of Dispute (31/3/15)	Amount Deposited (31/3/16)	Period to which it relates	Forum where dispute is pending
APGST	8.40	8.40	1.00	2002-03	Commercial Tax Officer, Naidupet
APGST	9.92	9.92		2003-04	Commercial Tax Officer, Naidupet
Central Excise	29.69	29.69		1996-2000	Supreme Court
Central Excise	18.25	18.25		July 2000 -June 2004	CESTAT, Bangalore
Central Excise	3.49	3.49		July 2004 -Jan 2005	CESTAT, Bangalore
Central Excise	1.23	1.23		Feb 2005 -Aug 2005	CESTAT, Bangalore
Central Excise	0.66	0.66		Jan 2007 -April 2007	CESTAT, Bangalore
CST	2.36	2.36	1.00	2002 - 03	Commercial Tax Officer, Naidupet
CST	16.18	16.18		2000 -01	High Court of Judicature at Andhra Pradesh
Customs	12.50	12.50		Oct - 01	Commissioner of Customs
Income Tax	5.43	5.43		AY 2003-04 to AY 2008-09	Income Tax Department
Service Tax	5.33	5.33		2011-12	Service Tax Department
Central Excise	0.45	0.45	0.22	Sep 2005 -March 2006	CESTAT, Bangalore
CST	0.42	0.42		2004 - 05	Joint Commissioner of Commercial Taxes (Appeals), Jharkhand
Central Excise	1.36	1.36	0.68	April - Dec. 2006	CESTAT, Bangalore
Jharkhand Sales Tax	5.31	5.31		2004 - 05	Joint Commissioner of Commercial Taxes (Appeals), Jharkhand
Income Tax	58.47	58.47	30.00	A.Y 2001-02	CIT(A)
MP Sales Tax	1.04	1.04			Commissioner of Commercial Taxes

Name of statute	Amount of Dispute (31/3/16)	Amount of Dispute (31/3/15)	Amount Deposited (31/3/16)	Period to which it relates	Forum where dispute is pending
IT - TDS -Salary	0.58	0.52			TDS - AO
IT - TDS -Non-Salary	1.31	1.00			TDS - AO
Service Tax	5.62	5.62		Apr-Sep 2014	Assistant Commissioner - Service Tax
West Bengal VAT	2.95	0.00	2.95		VAT Tribunal
Uttar Pradesh VAT	3.91	0.00		2011-12	Assistant Commissioner - Appeals
Total	194.86	187.63	35.85

(viii) The Company has not defaulted in repayment of loans or borrowing to a financial institution, bank, Government or dues to debenture holders.

(ix) Moneys raised by way of initial public offer and term loans were applied for the purposes for which those were raised.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly paragraph 3(xii) 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.

Report on the Internal Financial Controls 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 Thejo Engineering Limited (âthe Companyâ) as at 31^st March, 2016 in conjunction with our audit of the standalone 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 the 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) and the Standards on Auditing, both issued by the Institute of Chartered Accountants of India and deemed to be 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 were established and maintained and such control operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls 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 when 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.

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 over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companyâs internal financial controls 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 controls 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;

(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, the Company has, in all material respects, an adequate system of internal financial controls over financial reporting and such system was operating effectively as at 31^st March, 2016, based on the details furnished by the Company and internal financial controls over financial reporting criteria established by the Company, considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For JOSEPH & RAJARAM

Chartered Accountants

Firm Reg. No. : 001375S

R. LAKSHMINARAYANAN

Date : 30.05.2016 Partner

Place: Chennai M. No. : 016246

Mar 31, 2015

We have audited the accompanying standalone financial statements of THEJO ENGINEERING LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Profit and Loss Statement, the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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.

Auditor's Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. 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. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

a) 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 and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

c) The Balance Sheet, the Profit and Loss Statement, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the branches not visited by us.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

f) 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, 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 as referred to in Note 25.1.4 to the financial statements.

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

iii. There were no amounts required to be transferred, to the Investor Education and Protection Fund by the company.

This is the Annexure referred to in our report to the members of THEJO ENGINEERING LIMITED (the Company) for the year ended on 31.03.2015. We report that:

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

(b) These fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(ii) (a) Physical verification of inventory has been conducted at reasonable intervals by the management.

(b) 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) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) The company has granted unsecured advance, to one of its subsidiary companies, covered in the Register maintained under section 189 of the Companies Act, 2013 and there are no terms of agreement for repayment of advance or payment of interest. The company has granted loan to another subsidiary, covered in the Register maintained under section 189 of the Companies Act, 2013, the receipt of principal and interest whereof is regular.

(b) There is no overdue amount in respect of the loan mentioned in para (a) above.

(iv) 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 and fixed assets and for the sale of goods and services. No continuing failure in internal control system was observed.

(v) The company has not accepted deposits from the Public.

(vi) Company maintains cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

(vii) (a) The company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities.

(b) In case dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute, the amounts involved and the forum where dispute is pending are mentioned below:

Rs.in Lakhs

Name of Amount Amount Amount statute of Dispute of Dispute Deposited (31/03/15) (31/03/14) (31/03/15)

APGST 8.40 8.40 1.00

APGST 9.92 9.92

APGST - 118.14

Central Excise 29.69 29.69

Central Excise 18.25 18.25

Central Excise 3.49 3.49

Central Excise 1.23 1.23

Central Excise 0.66 0.66

CST 2.36 2.36 1.00

CST - 7.55

CST - 14.80

CST 16.18 16.18

CST - 24.66

Customs 12.50 12.50

Income Tax 5.43 5.43

Service Tax 5.33 5.33

Maharashtra - 0.65

VAT

Maharashtra - 1.20

VAT

Central Excise 0.45 0.45 0.22

CST 0.42 0.42

Central Excise 1.36 1.36 0.68

Jharkhand 5.31 5.31 Sales Tax

Income Tax 58.47 - 30.00

CST - 20.05

MP Sales Tax 1.04 1.04

IT - TDS - 0.52 7.50 Salary

IT - TDS - 1.00 4.61 Non-Salary

Service Tax 5.62 -

Total 187.63 321.18 32.90

Rs.in Lakhs

Name of Period to Forum where dispute is statute which it relates pending

APGST 2002-03 Commercial Tax Officer, Naidu pet

APGST 2003-04 Commercial Tax Officer, Naidu pet

APGST 2004-05 Appellate Deputy Commissioner

Central Excise 1996-2000 High Court of Madras

Central Excise July 2000- CESTAT, Bangalore June 2004

Central Excise July 2004- CESTAT, Bangalore Jan 2005

Central Excise Feb 2005- CESTAT, Bangalore Aug 2005

Central Excise Jan 2007- CESTAT, Bangalore April 2007

CST 2002-03 Commercial Tax Officer, Naidu pet

CST 2007-08 Assistant Commissioner (CT), Chennai

CST 2008-09 Assistant Commissioner (CT), Chennai

CST 2000-01 High Court of Judicature at Andhra Pradesh

CST 2009-10 Assistant Commissioner (CT), Chennai

Customs Oct-01 Commissioner of Customs

Income Tax AY's Assessing Officer, IT 2003-09

Service Tax 2011-12 Service Tax Officer

Maharashtra 2005-06 Maharashtra VAT

VAT

Maharashtra 2008-09 Maharashtra VAT

VAT

Central Excise Sep 2005- CESTAT, Bangalore March 2006

CST 2004-05 Joint Commissioner of Commercial Taxes (Appeals), Jharkhand

Central Excise April-Dec. CESTAT, Bangalore 2006

Jharkhand 2004 - 05 Joint Commissioner Sales Tax of Commercial Taxes (Appeals), Jharkhand

Income Tax A.Y 2001-02 CIT(A)

CST 2010-11 Assistant Commissioner(CT), Chennai

MP Sales Tax Commissioner of Commercial Taxes

IT - TDS - - TDS - AO Salary

IT - TDS - - TDS - AO Non-Salary

Service Tax Apr-Sep Assistant Commissioner 2014 - Service Tax

Total

(c) There was no amount required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

(viii) The Company has no accumulated losses at the end of the financial year and there is no cash loss incurred in the financial year and immediately preceding financial year.

(ix) The company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

(x) The company has given guarantee for loans taken by a subsidiary from bank; the terms and conditions whereof are not prejudicial to the interest of the company.

(xi) Term loans were applied for the purpose for which the loans were obtained.

(xii) No fraud on or by the company has been noticed or reported during the year.

For JOSEPH & RAJARAM Chartered Accountants Firm Reg. No. : 001375S

R. LAKSHMINARAYANAN Date : 27.05.2015 Partner Place: Chennai M. No. : 016246

Mar 31, 2014

We have audited the accompanying financial statements of M/s. THEJO ENGINEERING LIMITED ("the company"), which comprise the Balance sheet as at 31st March 2014 and the statement of Profit & Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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 ("the Act") read with the General Circular 15/2013 dated 13th September 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.

Auditor''s Responsibility

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 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.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company''s preparation and fair presentation of the financial statements in order to design the 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.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 31,2014;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

2. 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 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 (and proper returns adequate for the purposes of our audit have been received from branches not visited by us);

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 (and with the returns received from branches not visited by us);

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to sub - section (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e) On the basis of the written representations received from the Directors as on March 31st, 2014 and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31st, 2014, from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

ANNEXURE TO THE AUDITORS'' REPORT

The Annexure referred to in our report to the members of Thejo Engineering Ltd (''the Company'') for the year ended 31st March 2014. We report that :

1. a) The Company has maintained proper records in respect of fixed assets showing full particulars including quantitative details and situation of fixed assets.

b) As explained to us, the fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion the verification is reasonable, having regard to the size of the company, and the nature of its business.

c) As per the records and information and explanations given to us, substantial part of fixed assets has not been disposed off during the year affecting the going concern status of the company.

2. a) Physical verification of inventory has been conducted by the management at intervals, which in our opinion is reasonable.

b) The procedure of physical verification of stocks followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory. No material discrepancies have been reported on such physical verification.

3. According to the information and explanations given to us, the company has not granted loans, secured or unsecured to companies, firms and other parties covered under section 301 of the Companies Act, 1956. Accordingly paragraphs 4 (iii) (a), (b), (c) and (d) of the Companies (Auditors Report) Order 2003, (as amended) are not applicable. The Company has not taken any loans, secured or unsecured from companies, firms or parties covered in the register maintained under section 301 of the Act. Accordingly, paragraphs 4 (iii) (e) to 4 (iii) (g) of the Order are not applicable.

4. In our opinion and according to the information and explanations furnished to us, there are adequate Internal Control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory 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 internal control system.

5. According to the information and explanations given to us, we are of the opinion that there are no transactions with reference to contracts or arrangements referred to in Sec.301 of the Companies Act that need to be entered into the register maintained under section 301.

6. According to the information and explanations given to us, the company has not accepted deposits from the public within the meaning of Sections 58A, 58AA and other relevant provisions of the Companies Act, 1956 and rules framed there under.

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

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. According to the information and explanations given to us in respect of statutory dues:

a) the Company is generally regular in depositing 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 statutory dues with appropriate authorities. According to the information and explanations given to us, there are no undisputed amounts payable in respect of such statutory dues which have remained outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable;

b) the details of disputed sales-tax, customs duty, excise duty and income-tax which have not been deposited either in full or partially as at 31st March, 2014 on account of any dispute, are as under :

Name of Amount of Amount of Amount statute Dispute Dispute Deposited (31-3-2014) (31-3-2013) (31-3-2014)

APGST 8.40 8.40 -

APGST 9.92 9.92 -

APGST 118.14 118.14 -

Central 29.69 29.69 - Excise

Central 18.25 18.25 - Excise

Central 3.49 3.49 - Excise

Central 1.23 1.23 - Excise

Central 0.66 0.66 - Excise

CST - 0.96 -

CST 2.36 2.36 -

CST 7.55 7.55 -

CST 14.80 14.80 -

CST 16.18 16.18 -

CST 24.66 24.66 -

Customs 12.50 12.50 -

Income Tax - 0.54 -

Income Tax 5.43 5.43 -

Service Tax 5.33 5.33 -

Maharashtra 0.65 26.88 - VAT

Maharashtra 1.20 23.28 - VAT

Central 0.45 0.45 0.22 Excise

CST 0.42 0.42 -

Central 1.36 1.36 0.68 Excise

APGST - 4.41 -

APGST - 5.11 -

Jharkhand 5.31 5.31 - Sales Tax

CST - 25.07 -

Income Tax - 58.48 -

TNCST 20.05 - 5.00

MP Sales 1.04 - - Tax

IT - TDS - 7.50 - Salary

IT - TDS - 4.61 - Non-Salary

Total 321.18 430.85 5.90

Name of the Statue Period to Forum where dispute which it is pending relates

APGST 2002- 03 Commercial Tax Officer, Naidupet

APGST 2003- 04 Commercial Tax Officer, Naidupet

APGST 2004- 05 Appellate Deputy Commissioner

Central Excise 1996-2000 High Court of Madras

Central Excise July 2000 - CESTAT, June 2004 Bangalore

Central Excise July 2001 - CESTAT, Bangalore Jan 2005

Central Excise Feb 2005 - CESTAT, Bangalore Aug 2005

Central Excise Jan 2007 - CESTAT, Bangalore April 2007

CST 2003 - 04 Deputy Commissioner, Commercial Tax

CST 2002 - 03 Commercial Tax Officer, Naidupet

CST 2007- 08 TNCST 07-08

CST 2008- 09 TNCST 08-09

CST 2000 -01 High Court of Judicature at Andhra Pradesh

2009- 10 TNCST 09-10

Customs Oct - 01 Commissioner of Customs

income tax AY 2011-12 TDS - AO

income tax AY 2003-09 TDS - AO

Service tax AY 2011-12 Service Tax

Maharashtra VAT AY 2005-06 Maharashtra VAT

Maharashtra VAT AY 2008-09 Maharashtra VAT

Centrol Excise Sep 2005 - CESTAT, Bangalore March 2006

CST 2004 - 05 Joint Commissioner of Commercial Taxes (Appeals), Jharkhand

Centrol Excise April - CESTAT, Bangalore Dec. 2006

APGST 2000 -01 Commercial Tax Officer, Naidupet

APGST 2001-02 Commercial Tax Officer, Naidupet

Jharkand 2004 - 05 Joint Commissioner of sales tax Commercial Taxes (Appeals), Jharkhand

CST 2001-02 Commercial Tax Officer, Naidupet

income tax AY 2001-02 CIT(A)

TNCST AY 2010-11 Commissioner of Commercial Taxes

MP sales tax - Commissioner of Commercial Taxes

ITDS Salary - TDS- AO

iT- TDS - TDS - AO Non Salary

10. The company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and immediately preceding financial year.

11. Based on our audit procedures and on the information given by the management, the company has not defaulted in repayment of dues to any financial institutions or Bank.

12. According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures, and other securities.

13. The Company is not a Chit Fund / Nidhi / Mutual Benefit Fund / Society, therefore the provisions of clause 4 (xiii) of the Order are not applicable to the company.

14. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments. Therefore the provisions relating to maintenance of records pertaining to such transactions are not applicable to it.

15. 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.

16. According to the information and explanations given to us, the term loans taken by the company were applied for the purpose for which they were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company we report that no funds raised on short term basis, have been used during the year for long term investment by the company.

18. During the year under audit, there is no preferential allotment of shares to the parties listed in the register maintained under section 301 of the Companies Act, 1956.

19. The company has not issued any debentures during the year under audit.

20. The management has disclosed the end use of money raised by public issues as part of its notes to accounts and on the basis of our verification of the same to the extent they have been spent, the amounts have been utilised for the purposes for which it has been raised.

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 instances of material fraud on or by the company, noticed or reported during the year, nor have been informed of such case by the management.

For JOSEPH & RAJARAM Chartered Accountants Firm Reg. No.: 001375S

R. LAKSHMINARAYANAN Date : 20th May, 2014 Partner Place : Chennai M.No.:016246

Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of M/s. THEJO ENGINEERING LIMITED ("the company"), which comprise the Balance Sheet as at 31st March 2013 and the Statement of Profit & Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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 ("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.

AUDITOR''S RESPONSIBILITY

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 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.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company''s preparation and fair presentation of the financial statements in order to design the 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.

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the 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, 2013;

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

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date;

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

2. 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 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 (and proper returns adequate for the purposes of our audit have been received from branches not visited by us);

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 (and with the returns received from branches not visited by us);

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to sub - section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of the written representations received from the Directors as on March 31st, 2013 and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31st, 2013, from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

(Referred to in paragraph 3 of our report of even date of Thejo Engineering Ltd. for the year ended 31st March 2013)

1. a) The Company has maintained proper records in respect of fixed assets showing full particulars including quantitative details and situation of fixed assets.

b) As explained to us, the fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion the verification is reasonable, having regard to the size of the company, and the nature of its business.

c) As per the records and information and explanations given to us, substantial part of fixed assets has not been disposed off during the year affecting the going concern status of the company.

2. a) Physical verification of inventory has been conducted by the management at intervals, which in our opinion is reasonable.

b) The procedure of physical verification of stocks followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory. No material discrepancies have been reported on such physical verification.

3. According to the information and explanations given to us, the company has not granted loans, secured or unsecured to companies, firms and other parties covered under section 301 of the Companies Act, 1956. Accordingly paragraphs 4 (iii) (a), (b), (c) and (d) of the Companies (Auditors Report) Order 2003, (as amended) are not applicable. The Company has not taken any loans, secured or unsecured from companies, firms or parties covered in the register maintained under section 301 of the Act. Accordingly, paragraphs 4 (iii) (e) to 4 (iii) (g) of the Order are not applicable.

4. In our opinion and according to the information and explanations furnished to us, there are adequate Internal Control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory 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 internal control system.

5. According to the information and explanations given to us, we are of the opinion that there are no transactions with reference to contracts or arrangements referred to in Sec.301 of the Companies Act that need to be entered into the register maintained under section 301.

6. According to the information and explanations given to us, the company has not accepted deposits from the public within the meaning of Sections 58A, 58AA and other relevant provisions of the Companies Act, 1956 and rules framed there under.

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

8. We have broadly reviewed the Books of Account maintained by the Company as prescribed by the Central Government for maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima-facie the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of the accounts and records.

9. a) According to the information and explanations given to us, the Company is generally regular in depositing 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 statutory dues with appropriate authorities. According to the information and explanations given to us, there are no undisputed amounts payable in respect of such statutory dues which have remained outstanding as at 31st March, 2013 for a period of more than six months from the date they became payable;

b) According to the information and explanations given to us, the details of disputed sales-tax, customs duty, excise duty and income-tax which have not been deposited either in full or partially as at 31st March, 2013 on account of any dispute, are as under:

10. The company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and immediately preceding financial year.

11. Based on our audit procedures and on the information given by the management, the company has not defaulted in repayment of dues to any financial institutions or Bank.

12. According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures, and other securities.

13. The Company is not a Chit Fund/ Nidhi/ Mutual Benefit Fund/ Society, therefore the provisions of clause 4 (xiii) of the Order are not applicable to the company.

14. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments. Therefore the provisions relating to maintenance of records pertaining to such transactions are not applicable to it.

15. 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.

16. According to the information and explanations given to us, the term loans taken by the company were applied for the purpose for which they were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company we report that no funds raised on short term basis, have been used during the year for long term investment by the company.

18. During the year under audit, there is no preferential allotment of shares to the parties listed in the register maintained under section 301 of the Companies Act, 1956.

19. The company has not issued any debentures during the year under audit.

20. The management has disclosed the end use of money raised by public issues as part of its notes to accounts and on the basis of our verification of the same to the extent they have been spent, the amounts have been utilised for the purposes for which it has been raised.

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 instances of material fraud on or by the company, noticed or reported during the year, nor have been informed of such case by the management.

For JOSEPH & RAJARAM

Chartered Accountants

ICAI Regn No. : 001375S

P. K. JOSEPH

Chennai Partner

30th May, 2013 Membership No. : 016180

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