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Auditor Report of Triveni Engineering & Industries Ltd.

Mar 31, 2023

To the members of Triveni Engineering & Industries Limited

Report on the Audit of the Standalone Financial Statements

OPINION

We have audited the standalone financial statements of TRIVENI ENGINEERING & INDUSTRIES LIMITED ("the Companyâ), which comprise the Standalone Balance Sheet as at March 31, 2023, and the Standalone Statement of Profit and Loss (including other comprehensive income), Standalone Statement of Changes in Equity and Standalone Statement of Cash Flows for the year then ended, and notes to the Standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "standalone financial statementsâ).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 ("the Actâ) 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 (including other comprehensive income), 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 Act. Our responsibilities under those Standards are further described in the Auditorâs Responsibilities for the Audit of the standalone financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAIâ) read together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

KEY AUDIT MATTERS

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

Sr. No. Key Audit Matters	Auditorâs Response
1 Appropriateness of cost to complete the project:	Our audit procedures included the following:
The Company recognizes revenue from long-duration construction & supply contracts on percentage of completion method as specified in Indian Accounting Standards (Ind AS) 115- Revenue from Contract with	â¢ Obtaining an understanding of internal controls over estimation of cost of completion of projects
	and testing, on a sample basis, their design, implementation and operating effectiveness.
Customers. (Refer Accounting policy Note no. 1(b)(iii))	â¢ Agreed the total project revenue estimates to
	contracts with customers.
We identified this matter as a Key Audit matter as it involves significant judgement by the management in estimation of cost to complete the project and any variation may have consequential impact on revenue.	â¢ Obtained computation of estimated costs to complete and the percentage of project completion and verified the same against the contracts on sample basis and also checked arithmetic accuracy of the same.
	â¢ Performed the walkthrough procedure and verified
	the invoices, purchase orders etc. for actual cost incurred till the year end.
	â¢ Compared the management estimates revised during
	the year with the estimate made in earlier years and obtained reasons/approval for such revision.

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 Annual Report, but does not include the consolidated financial statements, standalone financial statements and our auditorâs report thereon. The other information included in the annual report is expected to be made available to us after the date of this auditorâs report.

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

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

When we read the other information included in the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

MANAGEMENTâS RESPONSIBILITY FOR STANDALONE FINANCIAL STATEMENTS

The Companyâs Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian accounting Standards (Ind AS) 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

AUDITORâS RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the Standalone 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 financial statements.

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

â¢ Identify and assess the risks of material misstatement of the standalone 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.

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system with reference to the standalone financial statements in place and the operating effectiveness of such controls.

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

â¢ Conclude on the appropriateness of managementâs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that

may cast significant doubt on the Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the Standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone 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 ("the Orderâ), issued by the Central Government

of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure Aâ 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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2015, as amended from time to time.

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 with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure Bâ.

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 as at March 31, 2023 on its financial position in its standalone financial statements - Refer Note no. 45 & 46 to the standalone financial statements.

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

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 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 entities ("Intermediariesâ), 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 ("Ultimate 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 have been received by the Company from any person or entity, including foreign entity ("Funding 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 ("Ultimate Beneficiariesâ) or provide any

guarantee, security or the like on behalf of the Ultimate Beneficiaries.

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

v. As stated in note 14 (vii) to the standalone financial statements

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

b. The Company has not declared or paid any interim dividend during the year and until the date of this report.

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

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company 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 S S KOTHARI MEHTA & COMPANY

Chartered Accountants Firm Registration No. 000756N

Vijay Kumar

Partner

Place: Noida Membership No.: 092671

Date: May 25, 2023 UDIN: 23092671BGSIBW2502

Mar 31, 2018

REPORT ON THE STANDALONE INDIAN ACCOUNTING STANDARDS (IND AS) FINANCIAL STATEMENTS

We have audited the accompanying standalone Ind AS financial statements of TRIVENI ENGINEERING & INDUSTRIES LIMITED (âthe Companyâ), which comprises the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as âstandalone Ind AS financial statementsâ).

MANAGEMENTâS RESPONSIBILITY FOR THE 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 to give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with relevant rules issued thereunder

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 standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error,

AUDITORâS RESPONSIBILITY

Our responsibility is to express an opinion on these standalone Ind AS 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 of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

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

OPINION

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

OTHER MATTER

The standalone Ind AS financial statements of the Company for the year ended March 31, 2017, were audited by another firm of chartered accountants under the Companies Act, 2013 who, vide their report dated May 20, 2017, expressed an unmodified opinion on those financial statements. Our opinion is not modified in respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the âAnnexure Aâ 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.

c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with relevant rules issued thereunder.

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ.

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 as at March 31, 2018 on its financial position in its Standalone Ind AS financial statements - Refer Note 46 to the Standalone Ind AS financial statements.

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

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

iv. The reporting on the disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended March 31, 2018.

The Annexure as referred in paragraph (1) âReport on Other Legal and Regulatory Requirements of our Independent Auditorsâ Report to the members of TRIVENI ENGINEERING & INDUSTRIES LIMITED on the standalone Ind AS financial statements for the year ended March 31, 2018, we report that:

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

(b) The Company has a regular program of physical verification of its fixed assets which in our opinion, is reasonable having regard to the size of the Company and the nature of its fixed assets. In accordance with this program, all major items of fixed assets were physically verified by the Management during the year and no material discrepancies were noticed on such verification as compared to the books of accounts.

(c) According to the information and explanation given to us and on the basis of examination of title deeds / sale deed / transfer deed / conveyance deed / possession letter / allotment letter and other relevant records evidencing title/ possession provided and legal opinion obtained by the Company, we report that the title deeds of the immovable properties are held in the name of the Company as at the balance sheet date except for 3 cases having gross book value of Rs. 13.13 lakhs in respect of freehold land as disclosed in Note No. 3 on Property, Plant & Equipment and 35 cases having gross book value of Rs. 381.47 lakhs in respect of freehold land, disclosed in Note No. 4 on Investment Property, to standalone Ind AS financial statements, where the title deeds are not held in the name of the Company.

ii The physical verification of the inventory have been conducted at reasonable intervals by the management during the year. As far as we could ascertain and according to information and explanations given to us, no material discrepancies were noticed between the physical stock and the book records.

iii. 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 granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

Accordingly, the provisions of clause 3 (iii) (a) to (c) of the Order are not applicable to the Company,

iv. According to the information and explanations given to us, the Company has not granted any loans or provided any guarantees or security as specified under Section 185 and 186 of the Companies Act, 2013. The Company has complied with the provisions of section 186 of the Companies Act, 2013 with regards to investments made.

v. According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of sections 73 to 76 of the Companies Act, 2013 and the rules framed there under. Accordingly, the provisions of clause 3 (v) of the Order are not applicable to the Company.

vi. We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government of India for the maintenance of cost records under sub-section 1 of Section 148 of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed records and accounts have been made and maintained. However, we have not carried out a detailed examination of such records with a view to determining whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and on the basis of examination of the records of the Company, the Company is generally regular in depositing undisputed statutory dues including provident fund, employeesâ state insurance, sales-tax, income tax, service tax, custom duty, excise duty, value added tax, goods and services tax with effect from July 1, 2017 and other material statutory dues with the appropriate authorities to the extent applicable.

(b) According to the information and explanations given to us and on the basis of examination of the records of the Company there are no undisputed aforesaid statutory dues payable as at March 31, 2018 for a period of more than six months from the date they became payable.

(c) According to the records and information and explanations given to us, there are no dues in respect of income tax, sales tax, service tax, duty of excise, duty of customs, or value added tax which have not been deposited on account of any dispute except as given below:

Name of Statute	Nature of Dues	Period (F.Y.) to which the amount relates	Amount Demanded (Excluding interest) (Rs. in Lakhs)	Amount paid (Rs. in Lakhs)	Forum where dispute is pending
The Central Excise Act, 1944	Excise duty	1998-99 to 2004-05 and 2007-08 to 2012-13	35.12	13.82	High Court
The Central Excise Act, 1944	Penalty	1998-99 to 2004-05 and 2007-08 to 2012-13	290.60	266.00	High Court
The Central Excise Act, 1944	Excise duty	1995-96, 1996-97, 2006-07 & 2009-10 to 2015-16	145.61	26.74	Customs, Excise and Service Tax Appellate Tribunal
The Central Excise Act, 1944	Penalty	1995-96 - 1996-97 & 2005-06 to 2015-16	127.90	0.12	Customs, Excise and Service Tax Appellate Tribunal
The Central Excise Act, 1944	Excise duty	1995-96 & 2010-11 to 2016-17	274.55	25.38	Commissioner (Appeal)
The Central Excise Act, 1944	Penalty	1995-96 & 2010-11 to 2016-17	230.91	-	Commissioner (Appeal)
The Finance Act, 1994 (Service Tax)	Service Tax	2012-13 & 2013-14	23.37	23.37	Customs, Excise and Service Tax Appellate Tribunal
The Finance Act, 1994 (Service Tax)	Service Tax	2016-17	2.13	-	Commissioner (Appeal)
The Finance Act, 1994 (Service Tax)	Penalty	2016-17	2.13	-	Commissioner (Appeal)
The Central Sales Tax Act, 1944 & State VAT Act	Sales Tax	1993-94 to 1996-97 & 1999-00	52.08	51.12	High Court
The Central Sales Tax Act, 1944 & State VAT Act	Penalty	1993-94 to 1996-97 & 1999-00	0.21	-	High Court
The Central Sales Tax Act, 1944 & State VAT Act	Sales Tax	1998-99 to 2000-01, 2009-10, 201 1-12 to 2013-14	484.53	61.99	Tribunal
The Central Sales Tax Act, 1944 & State VAT Act	Penalty	1998-99 to 2000-01, 2009-10, 201 1-12 to 2013-14	10.78	1.82	Tribunal
The Central Sales Tax Act, 1944 & State VAT Act	Sales Tax	2013-14 & 2014-15	148.45	22.59	Addl/ Joint Commissioner
The Central Sales Tax Act, 1944 & State VAT Act	Penalty	2013-14 & 2014-15	3.89	3.30	Addl/ Joint Commissioner
The Central Sales Tax Act, 1944 & State VAT Act	Sales Tax	1986-87, 1993-94 & 1995-96 to 1996-97	58.14	42.29	Assessing authority
The Customs Act, 1962	Penalty	2004-05	19.93	6.19	Customs, Excise and Service Tax Appellate Tribunal
Prescribed remission Under UP Trade Tax (UP Sugar Promotion Policy, 2004)	Entry Tax	2009-10 & 2013-14	625.05		High Court
Prescribed remission Under UP Trade Tax (UP Sugar Promotion Policy, 2004)	VAT	2009-10 & 2013-14	101.14		High Court
The Income Tax Act, 1961	Income Tax	2002-03, 2004-05, 2005-06, 2007-08 & 2010-11	2,766	1,414	Income Tax Appellate Tribunal

viii. In our opinion, on the basis of audit procedures and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to any banks, financial institutions or government during the year. The Company has not issued any debentures.

ix. According to the information and explanations given to us, the Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year. The term loans have been applied for the purpose for which they were raised.

x. 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, we have neither come across any instance of fraud by the Company or on the Company by its officers or employees being noticed or reported during the year, nor have we been informed of such case by the Management.

xi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/ provided for managerial remuneration 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, clause 3(xii) of the Order is not applicable.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with section 177 and 188 of the Companies Act, 2013, where applicable, and details of such transactions have been disclosed in the Financial Statements as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under section 133 of the Companies Act, 2013.

xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, clause 3(xiv) of the Order is not applicable.

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

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi) of the Order is not applicable,

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 (âTHE ACTâ) AS REFERRED TO IN PARAGRAPH 2(F) OF REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTSâ

We have audited the internal financial controls over financial reporting of TRIVENI ENGINEERING & INDUSTRIES LIMITED (âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

MANAGEMENTâS RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

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

AUDITORSâ RESPONSIBILITY

Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) issued by the Institute of Chartered Accountants of India and the Standards on Auditing, prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A Companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companyâs assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For S. S. Kothari Mehta & Co.

Chartered Accountants

Firm Registration No. 000756N

Yogesh K. Gupta

Place: Noida Partner

Dated: May 24, 2018 Membership No. 093214

Mar 31, 2017

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Triveni Engineering & Industries Limited (âthe Companyâ), which comprise the balance sheet as at March 31, 2017, the statement of profit and loss (including other comprehensive income), the statement of cash flows and the statement of changes in equity for the year then ended and a summary of the significant accounting policies and other explanatory information (herein after referred to as âstandalone Ind AS financial statementsâ).

Managementâs Responsibility for the Standalone 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, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with relevant rules issued thereunder.

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 standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

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

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 standalone Ind AS financial statements are free from material misstatement.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs (financial position) of the Company as at March 31, 2017, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Report on other Legal and regulatory requirements

1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 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 & proper returns adequate for the purpose of our audit have been received from Mysore Unit, Water Business Unit, Noida and Projects Division, Noida of the Company not visited by us;

(c) the report on the accounts of the Mysore Unit, Water Business Unit, Noida and Projects Division, Noida of the company audited under sub-section (8) of section 143 by the branch auditors have been sent to us and have been properly dealt with by us in preparing this report;

(d) the balance sheet, the statement of profit and loss, the statement of cash flows and the statement of changes in equity dealt with by this Report are in agreement with the books of account and with the returns received from the Mysore Unit, Water Business Unit, Noida and Projects Division, Noida of the Company not visited by us;

(e) in our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act read with relevant rule issued thereunder;

(f) on the basis of the written representations received from the directors, as on March 31, 2017 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164 (2) of the Act;

(g) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in âAnnexure Bâ; and

(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 litigation on its financial position in its standalone Ind AS financial statements. Refer Note 46 of the 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 has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv) The Company has provided requisite disclosures in the standalone Ind AS financial statements as regards its holding and dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated 8th November, 2016 of the Ministry of Finance, during the period from 8th November 2016 to 30th December 2016. Based on audit procedures performed and the representations provided to us by the management we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management.

ANNEXURE A TO INDEPENDENT AUDITORSâ REPORT

Of even date of the standalone Ind AS financial statements of Triveni Engineering & Industries Limited.

Referred to in paragraph 1 of the Independent Auditorsâ Report of even date under the heading âReport on Other Legal and Regulatory Requirementsâ to the members of Triveni Engineering & Industries Limited on the standalone Ind AS financial statements as of and for the year ended March 31, 2017.

We report that:

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

(b) Major items of fixed assets have been physically verified by the management during the year as per information given to us. As explained to us, no material discrepancies were noticed on such verification as compared to the book records. In our opinion the frequency of verification is reasonable having regard to the size of the Company and nature of its activities.

(c) According to the information and explanation given to us and on the basis of examination of title deeds, other relevant records provided to us evidencing the title, confirmation from the lenders with whom title deeds have been deposited as security for banking facilities and legal opinion obtained by the Company, we report that the title deeds of the immovable properties are held in the name of the Company as at the balance sheet date except for 3 cases having gross book value of Rs. 13.13 lakhs in respect of freehold land as disclosed in Note No. 3 on Property, Plant & Equipment and 35 cases having gross book value of Rs. 381.47 lakhs in respect of freehold land, disclosed in Note No. 4 on âInvestment Propertyâ, to Standalone Ind AS Financial Statements, where the title deeds are not held in the name of the Company.

2. Inventories have been physically verified by the Management to the extent practicable at reasonable intervals during the year. In our opinion the frequency of verification is reasonable. The discrepancies noticed on physical verification as compared to the book records were not material having regard to the size and nature of the operations of the Company and have been properly adjusted in the books of account.

3. According to information and explanation given to us, the Company has not granted any loan, secured or unsecured to companies, firms, limited liability partnership or other parties covered in the register maintained under Section 189 of the Act. Accordingly clauses 3(iii)(a), 3(iii)(b) & 3(iii)(c) of the Order are not applicable to the Company.

4. According to the information and explanations given to us and in our opinion the Company has not advanced any loan, investment, guarantee or security to any person as specified under sections 185 of the Companies Act, 2013. The company has not advanced any loan, guarantee or security to any person within the meaning of section 186 of the companies Act 2013 during the year. The company has complied with the provisions of section 186 of the company Act 2013 with regards to investment made.

5. According to the information and explanations given to us, the Company has not accepted any deposits from the public under the provisions of Sections 73 to 76 of the Act or other relevant provisions of the Act and rules framed there under during the year.

6. We have broadly reviewed the books of accounts maintained by the Company in respect of the products where pursuant to the rules made by the Central Government the maintenance of cost records has been prescribed under Section 148 (1) of the Companies Act, 2013, and are of the opinion that prima facie the prescribed accounts and records have been maintained.

7. (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employeesâ state insurance, income tax, sales tax, service tax, customs duty, excise duty, value added tax, cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were in arrears as at March 31, 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, there are no dues of income tax and cess which have not been deposited on account of any dispute. Particulars of dues of sales tax, service tax, customs duty, excise duty and value added tax which have not been deposited on account of matters pending before appropriate authorities are as under:

Sl. No. Name of Statute	Forum where	Nature of dues	Gross Demand	Amount deposited	Year/period
	dispute is pending		(in lakhs)	(in lakhs)
1 The Central Excise	High Court	Excise duty	347.67	21.22	1997-98,1998-99,99-00,2003-
Act, 1944		Penalty	269.30	266.00	04,05-06,07-08 to 10-11,
	CESTAT	Excise duty Penalty	301.88 200.71	35.79 0.00	1995-96, 1996-97,03-04,04-05 to 06-07, 08-09 to 2013-14
	Comm.(A)	Excise duty Penalty	93.45 85.84	6.68 0.00	1994-95, 95-96, 2007-08 to 09-10, 2011-12,13-14 to 15-16
2 The Finance Act,	High Court	Service Tax	33.37	0.00	2009-10 to 2011-12
1994 (Service Tax)		Penalty	21.20	0.00
	Tribunal	Service Tax Penalty	196.55 124.64	15.29 0.00	2004-05,05-06,2007-08 to 2011-12
	Comm.(A)	Service Tax Penalty	84.89 3.74	0.00 0.00	2012-13, 13-14 to 15-16
3 The Central Sales	High Court	Sales Tax	141.90	137.57	1993-94, 1994-95, 1996-
Tax Act, 1944 & State					97,1999-00, 2006-07, 07-08
VAT Act		Penalty	0.21	0.00
	Tribunal	Sales Tax	349.01	37.51	1987-88, 1994-95, 1998-99,9900, 2007-08
	Addl/ Joint Comm.	Sales Tax	279.35	77.66	1996-97, 2008-09 to 2011-12
	(A)	Penalty Interest	52.20 74.24	0.00 0.00
	Assessing	Sales Tax	194.75	126.36	1991-92, 93-94,94-95, 96-97,
	Authority				97-98,2000-01, 02-03
4 The Customs Act,	Tribunal	Customs Duty	19.93	6.19	2003-04
1962
5 Prescribed	High Court	Entry Tax	625.05	0.00	2009-10 to 2013-14
Remissions Under U.P Trade Tax		VAT	101.14	0.00
Act (U.P Sugar
Promotion Policy
2004)

8. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to banks or government during the year. The company has no outstanding dues in respect of financial institutions or debenture holders.

9. In our opinion and according to information and explanation given by the management, the term loans obtained by the company have been applied for the purpose for which they were raised. According to the information and explanation given to us, there was no money raised by way of initial public offer or further public offer by the Company during the year.

10. During the course of our examination of the books of accounts and records carried out in accordance with the generally accepted auditing practices and according to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

11. According to the information and explanation given to us, the company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

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

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

14. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, clause 3(xiv) of the Order is not applicable.

15. 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 noncash transactions with directors or persons connected with him. Accordingly, clause 3(xv) of the Order is not applicable.

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

For J.C. Bhalla & Co.

Chartered Accountants

Firm Regn. No. 001111N

Sudhir Mallick

Place: Noida (U.P.) Partner

Date : May 20, 2017 Membership No. 80051

Mar 31, 2016

TRIVENI ENGINEERING & INDUSTRIES LIMITED REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying standalone financial statements of Triveni Engineering & Industries Limited (âthe Company"), which comprise the Balance Sheet as at March 31,

2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, in which are incorporated the returns for the year ended on that date audited by the Branch Auditors of the Company''s Mysore Unit, Water Business Unit, Noida and Project Division, Noida.

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

AUDITORS'' RESPONSIBILITY

Our responsibility is to express an opinion on these 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 the 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. 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 this 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, 2016 and its loss 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 (âthe 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 1, a statement on the matters specified in the paragraph 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 & proper returns adequate for the purpose of our audit have been received from Mysore Unit, Water Business Unit, Noida and Projects Division, Noida of the Company not visited by us;

c the report on the accounts of the Mysore Unit, Water Business Unit, Noida and Projects Division, Noida of the company audited under sub-section (8) of section 143 by the branch auditors have been sent to us and have been properly dealt with by us in preparing this report;

d. the balance sheet, the statement of profit and loss and the cash flow statement dealt with in this report are in agreement with the books of account and with the returns

received from the Mysore Unit, Water Business Unit, Noida and Projects Division, Noida of the Company not visited by us;

e. 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;

f. on the basis of written representations received from the directors as on March 31, 2016 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of section 164(2) of the Act;

g. with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure 2 to this report.

h. with respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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 litigation on its financial position in its financial statements. Refer Note No. 32 of the financial statements;

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

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

Referred to in paragraph 1 of the Independent Auditors'' Report of even date under the heading âReport on Other Legal and Regulatory Requirements" to the members of Triveni Engineering & Industries Limited on the standalone financial statements as of and for the year ended March 31, 2016.

We report that:

1. (a) The Company has generally maintained proper records

showing full particulars including quantitative details and situation of fixed assets.

(c) According to the information and explanation given to us and on the basis of examination of title deeds, other relevant records provided to us evidencing the title, confirmation from the lenders with whom title deeds have been deposited as security for banking facilities and legal opinion obtained by the Company, we report that the title deeds of the immovable properties are held in the name of the Company as at the balance sheet date except for 2 cases having gross book value of Rs. 12.35 lakhs in respect of freehold land as disclosed in Note No. 11A on Tangible Assets and 35 cases having gross book value of Rs. 381.47 lakhs in respect of freehold land transferred during the year from Tangible Assets to Non-Current Investments, disclosed as âInvestment Property" in Note No. 13 to Standalone Financial Statements, where the title deeds are not held in the name of the Company.

7. (a) The Company is generally regular in depositing with

appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, service tax, customs duty, excise duty, value added tax, cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were in arrears as at March 31, 2016 for a period of more than six months from the date they became payable except an instance of excise duty dues of Rs. 35.34 lakhs which has subsequently been deposited.

(b) According to the information and explanations given to us, the particulars of dues of income tax, sales tax, service tax, customs duty, excise duty, value added tax and cess which have not been deposited on account of matters pending before appropriate authorities are as under:

Sl. No.	Name of Statute	Forum where dispute is pending	Nature of dues	Gross Demand (Rs, in Lakhs)	Amount Deposited (Rs, in Lakhs)	Year/ Period
1	The Central Excise Act, 1944	High Court	Excise duty Penalty	347.67 269.30	19.07 266.00	1997-98, 1998-99, 99-00, 2003-04, 05-06 07-08 to 10-11,
		CESTAT	Excise duty Penalty	359.81 246.41	60.21 0.17	1995-96, 1996-97, 03-04, 04-05 to 06-07, 08-09 to 2013-14
		Comm.(A)	Excise duty Penalty	26.25 18.15	3.35 0.00	1994-95, 95-96, 2007-08 to 09-10, 2011-12 to 13-14
2	The Finance Act, 1994 (Service Tax)	High Court Tribunal	Service Tax Service Tax Penalty	12.07 237.63 124.64	0.00 8.74 0.00	2009-10 to 2011-12 2004-05, 05-06, 2007-08 to 2011-12
		Comm.(A)	Service Tax Penalty	1.15 0.02	0.00 0.00	2012-13 to 13-14
3	The Central Sales Tax Act, 1944 & State VAT Act	High Court	Sales Tax Penalty	254.91 0.21	159.28 0.00	1993-94 1994-95 1996-97 1999-00 2006-07 07-08
		Tribunal	Sales Tax Penalty Interest	275.41 11.89 35.91	12.71 11.89 8.37	1987-88 1994-95 1998-99 99-00 2007-08
		Addl/ Joint Comm. (A)	Sales Tax Penalty Interest	544.17 52.20 74.24	43.92 0.00 0.00	1996-97 2008-09 to 2011-12
		Assessing Authority	Sales Tax	194.89	126.50	1991-92 93-94 94-95 96-97 97-98 2000-01 02-03
4	The Customs Act, 1962	Tribunal	Penalty	19.93	6.19	2003-04
5	U.P. Sugar Promotio Policy 2004	i High Court	Entry Tax Sales Tax	997.49 36.24	0.00 0.00	2006-07 to 2014-15

12. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, clause 3(xii) of the Companies (Auditor''s Report) Order, 2016 is not applicable.

15. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, clause 3(xv) of the Companies (Auditor''s Report) Order, 2016 is not applicable.

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

Referred to in paragraph 2 (g) of the Independent Auditors'' Report of even date under the heading âReport on Other Legal and Regulatory Requirements" to the members of Triveni Engineering & Industries Limited on the standalone financial statements as of and for the year ended March 31, 2016

Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 (âthe Act")

We have audited the internal financial controls over financial reporting of Triveni Engineering & Industries Limited (âthe Company") as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s 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 company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

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

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls over Financial Reporting

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

A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s 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 internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March, 2016, 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 J.C. Bhalla and Co.

Chartered Accountants

FRN : 001111N

Sudhir Mallick

Place :Noida (U.P.) Partner

Date : May 16, 2016 Membership No.80051

Mar 31, 2015

We have audited the accompanying standalone financial statements of Triveni Engineering & Industries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, in which are incorporated the returns for the year ended on that date audited by the Branch Auditors of the Company's Mysore Unit, Water Business Unit, Noida and Project Division, Noida.

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 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 the 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 sufcient 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 this 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 March 2015 and its loss 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 the paragraph 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 & proper returns adequate for the purpose of our audit have been received from Mysore Unit, Water Business Unit, Noida and Projects Division, Noida of the Company not visited by us ;

c) the report on the accounts of the Mysore Unit, Water Business Unit, Noida and Projects Division, Noida of the company audited under sub-section (8) of section 143 by the branch auditors have been sent to us and have been properly dealt with by us in preparing this report.

d) the balance sheet, the statement of Profit and loss and the cash flow statement dealt with in this report are in agreement with the books of account and with the returns received from the Mysore Unit, Water Business Unit, Noida and Projects Division, Noida of the Company not visited by us;

e) 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;

f) on the basis of written representations received from the directors as on March 31, 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of section 164(2) of the Act;

g) with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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 litigation on its financial position in its financial statements. Refer Note No.32 of the financial statements;

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

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

ANNEXURE TO INDEPENDENT AUDITOR'S REPORT

Referred to in paragraph 1 of the Independent Auditors' Report of even date under the heading "Report on Other Legal and Regulatory Requirements" to the members of Triveni Engineering and Industries Limited on the standalone financial statements as of and for the year March 31, 2015.

We report that :

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

b) Major items of fixed assets have been physically verified by the management during the year as per information given to us. As explained to us, no material discrepancies were noticed on such verification as compared to the book records. In our opinion the frequency of verification is reasonable having regard to the size of the Company and nature of its activities.

2) a) Inventories have been physically verified by the Management to the extent practicable at reasonable intervals during the year. In our opinion the frequency of verification is reasonable.

b) According to information given to us, the procedures for physical verification of the inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) The Company is maintaining proper records of inventory. The discrepancies noticed on such verifcation as compared to the book records were not material having regard to the size and nature of the operations of the Company and have been properly adjusted in the books of account.

3) The Company has not given any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Accordingly paragraphs 3 (iii) (a) and 3 (iii) (b) of the Companies (Auditor's Report) Order, 2015 are not applicable to the Company.

4) According to the information and explanations given 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 fxed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 73 to 76 of the Act or any other relevant provisions of Act, and the Companies (Acceptance of Deposits) Rules, 2014 with regard to the deposits accepted from the public in the earlier period. As per the information and explanations given to us, no order under the aforesaid sections has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal on the Company in respect of deposits accepted.

6) We have broadly reviewed the books of accounts maintained by the Company in respect of the products where pursuant to the rules made by the Central Government the maintenance of cost records has been prescribed under Section 148 (1) of the Companies Act, 2013, and are of the opinion that prima facie the prescribed accounts and records have been maintained. However, we are not required to carry out and have not carried out a detailed examination of the records with a view to determine whether they are accurate or complete.

7) a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, value added tax, excise duty, cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of wealth tax, custom duty, and cess which have not been deposited on account of any dispute. Disputed income tax, sales tax, value added tax, service tax and excise duty which have not been deposited on account of matters pending before appropriate authorities are as under:

s. Name of statute Forum where dispute is nature of no. pending dues

1 Income Tax Act, 1961 Commissioner Income Tax Income Tax (Appeal)

Assessing Authority Income Tax

2 Central Sales Act & Sales / Assessing Authority Sales Tax Trade Tax Acts of various states

Commissioner (Appeal) Sales Tax Penalty Interest

Appellate Tribunal Sales Tax

High Court Sales Tax Penalty

3 Excise Act, 1944 Commissioner (Appeal) Excise Duty Penalty

Appellate Tribunal Excise Duty Penalty

High Court Excise Duty Penalty

Supreme Court Excise Duty Penalty

4 The Finance Act, 1994 Appellate Tribunal Service Tax Penalty Commissioner (Appeal) Service Tax Penalty

5 UP Sugar Promotion Policy High Court Entry Tax 2004 Sales Tax

S. Name of Statute Amount* Year No. (Rs. in lacs)

1 Income Tax Act 1961 1,717.63 2004-05,

2005-06, 2006-07 &

2009-10

117.73 2010-11

2 Central Sales Act & Sales/ 149.61 1991-92, Trade Tax Acts of various 1993-94,

1994-95,

1996-97

1997-98,

2000-01

2002-03

37.74 1996-97,

52.20 2008-09

74.24 to 2011-12

4.01 1987-88,

1994-95,

1998-99,

1999-00,

2007-08

101.22 1993-94,

0.21 1994-95

1996-97,

1999-00,

2006-07,

2007-08

3. Excise Act 1944 21.18 1994-95,

9.62 1995-96,

2007-08 to

2009-10,

2011-12 to

2013-14

567.49 1995-96,

390.07 1996-97,

2003-04,

2004-05 to

2006-07,

2008-09 to

2013-14

234.56 1997-98,

12.90 1998-99,

1999-00,

2003-04

2005-06

2007-08 to

2010-11

1.70 2010-2011

1.73

4 The Finance Act 1994 55.97 2004-05,

31.29 2005-06,

2007-08 to

2011-12

1.15 2012-13,

0.02 2013-14

5 UP Sugar Promotion Policy 997.49 2006-07 to 2004 36.24 2014-15

* Net of amounts paid under protest or otherwise.

c ) The amount required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made thereunder has been transferred to such fund within time.

8) In our opinion, the accumulated losses of the Company are not more than ffty percent of its net worth. The Company has incurred cash losses during the year and in the immediately preceding financial year.

9) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders during the year.

10) 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.

11) In our opinion, the term loans raised during the year have been applied for the purpose for which were raised.

12) During the course of our examination of the books of accounts and records carried out in accordance with the generally accepted auditing practice and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year. For J.C. Bhalla and Co.

Chartered Accountants

FRN : 001111N

Sudhir Mallick

Place : Noida (U.P.) Partner

Date : May 27, 2015 Membership No. 80051

Sep 30, 2012

We have audited the attached Balance Sheet of Triveni Engineering & Industries Limited as at 30th September 2012, the Statement of Profit and Loss and also the Cash Flow Statement for the year ended on that date both annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

We report that:

1. As required by Companies (Auditors'' Report) Order, 2003 issued by the Central Government in terms of Section 227 (4A) of Companies Act, 1956 and on the basis of such checks of the books and records of the company as we considered appropriate after considering the reports of the other auditors of the Company''s Engineering Units, we give in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to in paragraph "1" above: -

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 accounts as required by law have been kept by the company so far as appears from the examination of the books and according to the reports of the Engineering Units auditors where such audit has not been conducted by us.

c) The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

d) The reports of the Engineering Units auditors have been forwarded to us and have been considered in preparing our report.

e) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub- section (3C) of Section 211 of the Companies Act, 1956.

f) On the basis of the written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors of the Company is disqualified as on 30th September 2012 from being appointed as a Director in terms of Clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

In our opinion and to the best of our information and according to the explanations given to us the said accounts give the information required by the Companies Act, 1956, 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 30th September, 2012 ;

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

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

Referred to in Paragraph "1" of our report of even date on the accounts for the year ended on 30th September, 2012 of Triveni Engineering & Industries Limited.

1. (a) The company has generally maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) Major items of fixed assets have been physically verified by the management during the year as per information given to us. As explained to us, no material discrepancies were noticed on such verification as compared to the available book records. In our opinion the frequency of verification is reasonable having regard to the size of the company and nature of its activities.

(c) In our opinion, the company has not disposed off substantial part of fixed assets during the year and hence, going concern status of the company is not affected.

2. (a) Inventories have been physically verified by the Management to the extent practicable at reasonable intervals during the year or at the year-end at all locations of the company. In our opinion the frequency of verification is reasonable.

(b) According to information given to us, the procedures for physical verification of the inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on such verification as compared to the book records were not material having regard to the size and nature of the operations of the company and have been properly adjusted in the books of account.

3. (a) According to the information and explanations given to us, the Company has granted unsecured loan to a party covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1792.11 lacs and the year end balance of loan granted to such party was Rs. Nil.

(b) In our opinion, the rate of interest and other terms and conditions of such loan are not, prima facie, prejudicial to the interest of the company.

(c) The party has repaid the principal amount as stipulated and has also been regular in the payment of interest.

(d) In respect of aforesaid loan there was no amount outstanding at the end of the year.

(e) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4 (iii) (e) to (g) of the Order are not applicable to the Company.

4. According to the information and explanations given 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. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding the value of Rupees five lakhs or more in respect of any party have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time except that transactions in respect of sale of goods, rendering of services, receipt of rent, purchase of stores & spare parts, receiving services and payment towards sales and marketing cost with a party for which no comparable quotations are available. We are informed by the management that the price and charges so received and paid for such transactions, are reasonable having regard to the volume of business, quality and the specialised nature of goods and services involved.

6. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of Section 58A, 58AA or any other relevant provisions of Act, and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. As per the information and explanations given to us, no order under the aforesaid sections has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal on the Company in respect of deposits accepted.

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

8. We have broadly reviewed the books of accounts maintained by the company in respect of the products where pursuant to the rules made by the Central Government the maintenance of cost records has been prescribed 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 maintained . However, we are not required to carry out and have not carried out a detailed examination of the records with a view to determine whether they are accurate or complete.

9. (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were in arrears as at 30th September 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of wealth tax, service tax and cess which have not been deposited on account of any dispute. Disputed income tax, sales tax, excise duty and custom duty which have not been deposited on account of matters pending before appropriate authorities are as under:

S. No Name of Statute Forum where dispute is pending

1 Income Tax Act, 1961 Appellate Tribunal Commissioner Income Tax (Appeals)

2 Central Sales Act & Sales/ Commissioner (Appeals) Trade Tax Acts of various states

Appellate Tribunal

High Court

3 Excise Act, 1944 Commissioner (Appeals)

Appellate Tribunal

High Court

4 Customs Act, 1962 Commissioner (Appeals)

5 UP Sugar Promotion Policy High Court 2004

Name of Statute Nature of dues Amount* Year (Rs.in lacs)

Income Tax Act, 1961 Penalty 29.99 1999-2000

Income Tax 812.93 2006-2007

Central Sales Act & Sales/ Trade Tax Acts of Various States Sales Tax 117.14 1977-1978,

Penalty 52.20 1991-1992 to

Interest 74.24 1994-1995,

2002-2003,

2004-2005,

2008-2009

Sales Tax 96.84 1987-1988,

2006-2007,

2007-2008

Sales Tax 10.66 1979-1980,

Penalty 0.21 1980-1981,

1986-1987,

1994-1995 to

1996-1997

Excise Act, 1944 Excise Duty 32.16 1995-1996,

Penalty 28.38 2006-2007 to

Interest 2011-2012

Excise Duty 592.79 1995-1996 to

Penalty 435.42 1996-1997,

Interest 292.27 2003-2004 to

2011-2012

Excise Duty 11.89 1996-1997

Penalty 12.90 to

Interest 5.01 2005-2006

Customs Act, 1962 Custom Duty 3.36 2007-2008

UP Sugar Promotion Policy 2004 Entry Tax 746.91 2006-07 to

Sales Tax 36.24 2011-12

* Net of amounts paid under protest or otherwise and includes demand aggregating to Rs. 70.62 lacs for which appeals will be filed with the prescribed time, as informed to us.

10. The company does not have any accumulated loss as at the end of the financial year. The Company has incurred cash losses in the current financial year but has not incurred cash losses in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders during the year.

12. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, provisions of clause 4(xiii) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the Company.

14. In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, provisions of Clause 4(xiv) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the company.

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. In our opinion, the term loans raised during the year have been applied for the purpose for which they were raised.

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 for long term investments.

18. During the year, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. According to the information and explanations given to us, during the period covered by our audit, the company has not issued debentures requiring creation of any security or charge.

20. The company has not raised any money by way of public issue during the year.

21. During the course of our examination of the books of accounts and records carried out in accordance with the generally accepted auditing practice and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For and on behalf of

J C Bhalla & Company

Chartered Accountants

FRN : 001111N

Sudhir Mallick

Place : Noida (U.P.) Partner

Date : November 21, 2012 Membership No. 80051

Sep 30, 2010

We have audited the attached Balance Sheet of Triveni Engineering & Industries Limited as at 30th September 2010, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date both anneRs.ed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to eRs.press an opinion on these financial statements based on ouraudit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes eRs.amining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

We report that:

1. As required by Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of Section 227 (4A) of Companies Act, 1956 and on the basis of such checks of the books and records of the company as we considered appropriate after considering the reports of the other auditors of the Companys Engineering Units, we give in the AnneRs.ure a statement on the matters specified in paragraph 4 and 5 of the said order.

2. Further to our comments in the AnneRs.ure referred to in paragraph "1" above:-

a) We have obtained all the information and eRs.planations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from the eRs.amination of the books and according to the reports of the Engineering Units auditors where such audit has not been conducted by us.

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statements dealt with by this report are in agreement with the books of accounts.

d) The reports of the Engineering Units auditors have been forwarded to us and have been considered in preparing our report.

e) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 ofthe Companies Act, 1956.

f) On the basis of the written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors of the company is disqualified as on 30th September 2010 from being appointed as a Director in terms of Clause (g) of sub section (1) of Section 274 ofthe Companies Act, 1956.

In our opinion and to the best of our information and according to the eRs.planations given to us the said accounts give the information required by the Companies Act, 1956, 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 30th September, 2010;

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

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

anneRs.ure to auditors report

Referred to in Paragraph "1" of our report of even date on the accounts for the year ended on 30th September, 2010 of Triveni Engineerings Industries Limited.

1. (a) The company has generally maintained proper records showing full particulars including quantitative details and situation of fiRs.ed assets.

(b) Major items of fiRs.ed assets have been physically verified by the management during the year as per information given to us. As eRs.plained to us, no material discrepancies were noticed on such verification as compared to the available book records. In our opinion the frequency of verification is reasonable having regard to the size of the company and nature of its activities.

(c) In our opinion, the company has not disposed off substantial part of fiRs.ed assets during the year and hence, going concern status of the company is not affected.

2. (a) Inventories have been physically verified by the Management to the eRs.tent practicable at reasonable intervals during the year or at the year-end at all locations of the company. In our opinion the frequency of verification is reasonable.

(b) According to information given to us, the procedures for physical verification of the inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on such verification as compared to the book records were not material having regard to the size and nature of the operations of the company and have been properly adjusted in the books of account.

3. (a) According to the information and eRs.planations given to us, the Company has not granted any loans, secured or unsecured to companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii)(b), (c) and (d) of the Order are not applicable.

(b) In our opinion and according to the information and eRs.planations given to us, the company has taken unsecured loan by way of fiRs.ed deposit under public fiRs.ed deposit scheme of the company from one party covered in the register maintained under section 301 of the Act. The maRs.imum amount of the loan involved during the year and the year end balance of the loan taken from such party was Rupees 0.25 million.

(c) In our opinion and according to the information and eRs.planations given to us, the rate of interest and other terms and conditions on which loan has been taken from a party covered in the register maintained under section 301 of the Companies Act, 1956 are as applicable to public deposits accepted by the company and are thus not prima facie, prejudicial to the interest of the company.

(d) In respect of the loan taken, the company is repaying the principal amount and is paying the interest as stipulated.

4. According to the information and eRs.planations given 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 fiRs.ed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. (a) In our opinion and according to the information and eRs.planations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and eRs.planations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 eRs.ceeding the value of Rupees half million or more in respect of any party have been made at prices which are reasonable having regard to prevailing market prices, wherever comparable prices are available, at the relevant time.

6. In our opinion and according to the information and eRs.planations given to us, the company has complied with the provisions of Section 58A, 58AA or any other relevant provisions of Act, and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. As per the information and eRs.planations given to us, no order under the aforesaid sections has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal on the Company in respect of deposits accepted.

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

8. We have broadly reviewed the books of accounts maintained by the company in respect of the products where pursuant to the rules made by the Central Government the maintenance of cost records has been prescribed 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 maintained . However, we are not required to carry out and have not carried out a detailed eRs.amination of the records with a view to determine whether they are accurate or complete.

9. (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income taRs., sales taRs., wealth taRs., service taRs., custom duty, eRs.cise duty, cess and other statutory dues applicable to it. According to the information and eRs.planations given to us, no undisputed amounts payable in respect of aforesaid dues were in arrears as at 30th September 2010 for a period of more than siRs. months from the date they became payable.

(b) According to the information and eRs.planations given to us, there are no dues of custom duty, wealth taRs., service taRs. and cess which have not been deposited on account of any dispute. Disputed income taRs., sales taRs. and eRs.cise duty which have not been deposited on account of matters pending before appropriate authorities are as under:

Sl. Name of Statute Forum where Nature of dues No. dispute is pending

1 Income TaRs. Act, 1961 Commissioner (Appeals) Penalty Income TaRs. Income TaRs.

2 Central Sales Act & Sales/ Assessing Authority Sales TaRs. Trade TaRs. Acts of various states

Commissioner (Appeals) Sales TaRs.

Appellate Tribunal Sales TaRs. Penalty Interest

High Court ERs.cise Duty Penalty

3 ERs.cise Act, 1944 Commissioner (Appeals) ERs.cise Duty Penalty Interest

Appellate Tribunal ERs.cise Duty Penalty Interest

High Court ERs.cise Duty Penalty Interest

Supreme Court Interest

4 UP Sugar Promotion High Court Entry TaRs. Policy 2004 Sales TaRs.

Name of Statue Amount* Year (Rs. in Million)

Income TaRs. Act, 1961 19.68 2000-01

5.26 2006-07

100.05 2007-08

Central Sales Act& Sales/ Trade TaRs. Acts of various states 0.15 2008-09

2009-10

14.09 1977-78 1993-94 1994-95 2001-02 to 2007-08

3.47 1987-88

5.22 1993-94

7.42 1995-96

1997-98 2001-02 to 2003-04

1.07 1980-81

0.02 1994-95

1996-97

ERs.cise Act, 1944 3.63 1995-96

2.38 2003-04

0.80 2007-08 to 2010-11

36.82 1996-97

24.83 2001-02 to 24.73 2008-09

1.89 1998-99

1.99 2001-02

0.50 2003-04 to 2005-06

10.17 2001-02 to 2003-04

UP Sugar Promotion Policy 2004 18.58 2006-07 to

3.62 2010-11

10. The company has no accumulated losses as at 30th September 2010 and has not incurred any cash losses in the financial year covered by our audit and immediately preceding financial year.

11. Based on our audit procedures and according to the information and eRs.planations given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders during the year.

12. In our opinion and according to the information and eRs.planations given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, clause 4(Rs.iii) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

14. In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, Clause 4(Rs.iv) of the Companies (Auditors Report) Order, 2003 is not applicable to the company.

15. According to the information and eRs.planations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

16. In our opinion, the term loans raised during the year have been applied for the purpose for which they were raised eRs.cept term loan of Rupees 30.56 million which remained unutilized at the end of the year. Pending utilization, the amount is kept in no lien account with a bank in accordance with the terms and conditions of the loan.

17. According to the information and eRs.planations given to us and on an overall eRs.amination of the Balance Sheet of the company, we report that no funds raised on short term basis have been used for long term investments.

18. During the year, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. According to the information and eRs.planations given to us, during the period covered by our audit, the company has not issued debentures requiring creation of any security or charge.

20. The company has not raised any money by way of public issue during the year.

21. During the course of our eRs.amination of the books of accounts and records carried out in accordance with the generally accepted auditing practice and according to the information and eRs.planations given to us, no fraud on or by the company has been noticed or reported during the year nor have we been informed of such case by the management.

For and on behalf of J. C. Bhalla & Company

Chartered Accountants FRN:001111N

Sudhir Mallick

Place:Noida(U.P.) Partner

Date : November 19, 2010 Membership No.80051

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