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A Oneindia Venture

Nifty 25,966.40 +0.58%

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Auditor Report of Engineers India Ltd.

Mar 31, 2025

1. We have audited the accompanying Standalone Financial Statements of ENGINEERS INDIA LIMITED ("the company"), which
comprise the Balance Sheet as at 31st March 2025, the statement of Profit and Loss (including other comprehensive income),
the Statement of Changes in Equity and Statement of Cash Flow for the year then ended, and a summary of material accounting
policies and other explanatory information (hereinafter referred to as "the Standalone Financial Statements") which include two
joint operations accounted for on proportionate basis.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone
Financial Statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give
a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind As"), and other accounting principles generally
accepted in India, of the state of affairs of the Company as at 31 March 2025, the profit and total comprehensive income,
changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

3. We conducted our audit of Standalone Financial Statements in accordance with the Standards on Auditing ("SAs") specified under
section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for
the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance
with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements
that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules made there
under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of
Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on
the Standalone Financial Statements.

Emphasis of Matter Paragraph

4. We draw reference to Note 52 of Standalone Financial Statements related to contractor''s claim H 40960.75 Lakh and counter
claim by company H 12,907.15 Lakh, in litigation pending with Hon''ble Supreme Court in respect of termination of contract by
company in 2016.

Our opinion is not modified in respect of above matter.

Key Audit Matters

5. 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 a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have
determined the matters described below to be the key audit matters to be communicated in our report:

Sr. No.	Key Audit Matter	How our audit addressed the key audit matter
A	Revenue Recognition from Construction Contracts (Refer	Our audit procedures included, but were not limited to the
	Note 3B and 24 of Standalone Financial Statements)	following:
	The Company''s revenue primarily arises from construction	â¢ Evaluating the appropriateness of the Company''s
	contracts which, may be rendered in the form of engineering consultancy services and engineering procurement and	accounting policy for revenue recognition.
	construction (EPC) services through design-build contracts, and	â¢ Obtaining an understanding of the Company''s processes
	cost plus forms of construction contracts which by their nature,	and evaluating the design and testing the effectiveness of
	are complex given the significant judgments involved in the	key internal financial controls, including those related to
	assessment of current and future contractual performance	review and approval of contract estimates.
	obligations. The Company recognizes revenue relying on the	â¢ For a sample of contracts, testing the appropriateness
	estimates in relation to forecast contract revenue and forecast	of amount recognized as revenue, basis percentage
	contract costs on the basis of stage of completion which is	of completion method by evaluating key management
	determined based on the proportion of contract costs incurred	judgments inherent in determining forecasted contract
	at balance sheet date, relative to the total estimated costs of the contract at completion.	revenue and costs to complete the contract, including: â¢ verifying the underlying documents such as original
	These contract estimates are reviewed by the management on	contract and its amendments, if any, for reviewing the
	a periodic basis. In doing so, the management is required to exercise judgment in its assessment of the valuation of contract	significant contract terms and conditions;
	variations, claims and liquidated damages as well as the	â¢ evaluating the identification of performance obligation of the contract;
	completeness and accuracy of forecast costs to complete and
	the ability to deliver contracts within contractually determined	â¢ testing the existence and valuation of variable consideration
	timelines. The revenue on contracts may also include variable	with respect to the contractual terms and inspecting the related correspondences with customers; and
	considerations which are recognized when the recovery of such	â¢ testing the estimates for consistency with the status of
	consideration is highly probable.	delivery of milestones and customers'' acceptance to
	Changes in these judgments, and the related estimates as contracts progress can result in material adjustments to	identify possible delays in achieving milestones, which require changes in estimated costs or efforts to complete
	revenue. In view of the involvement of significant estimates	the remaining performance obligation.
	by the management and material impact on the Financial	â¢ for cost incurred to date, testing samples to appropriate
	Statements, the matter has been determined as Key Audit	supporting documents and performing cut-off procedures;
	Matter.	â¢ Performing analytical procedures for reasonableness of revenue recognized; and â¢ Evaluating the appropriateness and adequacy of the disclosures related to contract revenue and costs in the Standalone Financial Statements in accordance with the applicable accounting standards.
B	Contingent liabilities (Refer note 40A and 53) of Standalone	Our audit procedures included but were not limited to:
	Financial Statements)	â¢ Obtaining a detailed understanding processes and controls
	The Company is subject to number of commercial claims	of the Management with respect to claims or disputes.
	including employees claims and tax & legal disputes, which	â¢ Evaluation of the design of the controls relating to compilation
	have been disclosed in the financial statements based on the	of the claims, assessment of probability of outcome, estimates
	facts and circumstances of each case.	of the timing and the amount of the outflows, an appropriate
	Taxation and litigation exposures have been identified as a key	reporting by the management and testing implementation
	audit matter due to the complexities involved in these matters, time scales involved for resolution and the potential financial impact of these on the financial statements.	and operating effectiveness of the key controls.

Sr. Key Audit Matter No.	How our audit addressed the key audit matter
Further, significant management judgment is involved in assessing the exposure of each case and thus a risk that such cases may not be adequately provided for or disclosed.	Performing following procedures on sample selected: â¢ Understanding the matters by reading the correspondences, communications, minutes of the Audit Committee and or the Board meetings and discussions with the appropriate management personnel.
	â¢	Making corroborative inquiries with appropriate level of the management personnel including status update, expectation of outcomes with the basis, and the future course of action contemplated by the Company, and perusing legal opinions, if any, obtained by the management.
	â¢	Considering their opinions of attorney wherever available on probability assessment of the outcomes.
	â¢	Evaluating the evidence supporting the judgment of the management about possible outcomes and the reasonableness of the estimates.
	â¢	Evaluating appropriateness of adequate disclosures in accordance with the applicable accounting standards.

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

6. The Company''s Board of Directors is responsible for the preparation of other information. The other information comprises
the information included in the Management Discussion and Analysis, Board''s report including annexures to Board''s Report,
Business Responsibility & Sustainability Report, Corporate Governance and Shareholders'' Information, but does not include the
Standalone Financial Statements and our auditor''s report thereon.

7. Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of
assurance thereon.

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

9. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact to those charged with governance and review the steps taken by the management to communicate
to those in receipt of the other information, if previously issued, to inform them of the revision.

The Other information is expected to be made available to us after the date of this auditor''s report and if we conclude that there
is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Management''s Responsibility for the Standalone Financial Statements

10. The Company''s 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 Ind AS and accounting
principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the assets of the company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that
were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation
and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error.

11. In preparing the Standalone Financial Statements, Management is responsible for assessing the Company''s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

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

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

13. 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 auditor''s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with 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.

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

â¢ Identify and assess the risks of material misstatement of the 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 financial controls relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion
on whether the Company has adequate internal financial controls system in place and the operating effectiveness
of such controls.

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

â¢ Conclude on the appropriateness of Management''s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our Auditor''s Report to the related disclosures in the 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 auditor''s 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.

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

16. 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.

17. 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.

18. 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 auditor''s report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

19. We did not audit the financial information of 2 joint operations which are unincorporated entities, whose financial information
reflect total assets of H 101.60 Lakh as at 31st March, 2025, total revenue of H 73.43 Lakh and net cash outflow of H 62.23 Lakh
for the year ended on that date, as considered in the Standalone Financial Statements. The financial information of these
joint operations is unaudited and has been furnished to us by the Management and our opinion on the Standalone Financial
Statements, in so far as it relates to the amounts and disclosures included in respect of these joint operations and our report in
terms of sub-section (3) of section 143 of the Act in so far as it relates to the joint operations, is based solely on such unaudited
financial information certified by management. In our opinion and according to the information and explanations given to us
by the Management, this financial information is not material to the Company.

Our opinion is not modified in respect of the above said matter.

Report on Other Legal and Regulatory Requirements

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

21. As required by Section 143(5) of the Act, we give in "Annexure B", a statement on the matters specified by the Comptroller and
Auditor General of India for the company.

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

d. In our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards specified in
the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act.

e. As per notification number G.S.R. 463(E) dated 5 June, 2015 issued by Ministry of Corporate Affairs, section 164(2) of the
Act regarding the disqualifications of Directors is not applicable to the company, since it is a Government Company.

f. With respect to the adequacy of the internal financial controls with reference to financial statements of the company and
the operating effectiveness of such controls, refer to our separate Report in "Annexure C".

g. With respect to the other matters to be included in the Auditor''s Report, as per notification number G.S.R. 463(E) dated
5 June, 2015 issued by Ministry of Corporate Affairs, section 197 of the Act regarding the Managerial remuneration is not
applicable to the company, since it is a Government Company.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial
Statements - Refer Note 40A 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 derivative contracts;

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

iv (a) The Management has represented that, to the best of its knowledge and belief no funds 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 persons or entities, including foreign entities ("Intermediaries"), with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend
or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on
behalf of the Company 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 persons or entities, including foreign entities ("Funding Parties"), with the understanding,
whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding
Parties or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

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

v The final dividend paid by the Company during the current year in respect of the same declared for the previous
year is in accordance with section 123 of the Companies Act 2013 to the extent it applies to payment of dividend. The
interim dividend declared and paid by the Company during the year and until the date of this report is in compliance
with Section 123 of the Act. As stated in note 37 to the financial statements, the Board of Directors of the Company
have proposed final dividend for the current year which is subject to the approval of the members at the ensuing
Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to
declaration of dividend.

vi Based on our examination which included test checks, the company has used an accounting software for maintaining
its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout
the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not
come across any instance of audit trail feature being tampered with. Additionally, the audit trail has been preserved
by the company as per the statutory requirements for record retention.

For Datta Singla & Co.

Chartered Accountants
Firm''s Registration No.: 006185N

sd/-

VISHAKHA HARIT
Partner

Place: New Delhi Membership No.:096919

Date : 29th May 2025 UDIN: 25096919BMUHXX3035

Mar 31, 2024

1. We have audited the accompanying Standalone Financial Statements of ENGINEERS INDIA LIMITED ("the company"), which comprise the Balance Sheet as at 31st March 2024, the statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and Statement of Cash Flow for the year then ended, and a summary of material accounting policies and other explanatory information (hereinafter referred to as "the Standalone Financial Statements") which include two joint operations accounted for on proportionate basis.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind As"), and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

3. We conducted our audit of Standalone Financial Statements in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the Standalone Financial Statements.

Emphasis of Matter Paragraph

4. We draw reference to Note 51 of Standalone Financial Statements related to contractor''s claim H 40960.75 Lakh and counter claim by company H 12907.15 Lakh, in litigation pending with Hon''ble Supreme Court in respect of termination of contract by company in 2016.

Key Audit Matters

5. 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 a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report:

Sr.

No.

Key Audit Matter

How our audit addressed the key audit matter

Revenue Recognition from Construction Contracts

(Refer Note 3B and 24 of Standalone Financial Statements)

The Company''s revenue primarily arises from construction contracts which, may be rendered in the form of engineering consultancy services and engineering procurement and construction (EPC) services through design-build contracts, and cost plus forms of construction contracts which by their nature, are complex given the significant judgments involved in the assessment of current and future contractual performance obligations.

Our audit procedures included, but were not limited to the

following:

â¢ Evaluating the appropriateness of the Company''s accounting policy for revenue recognition.

â¢ Obtaining an understanding of the Company''s processes and evaluating the design and testing the effectiveness of key internal financial controls, including those related to review and approval of contract estimates.

â¢ For a sample of contracts, testing the appropriateness of amount recognized as revenue, basis percentage of completion method by evaluating key management judgments inherent in determining forecasted contract revenue and costs to complete the contract, including:

Sr. No.	Key Audit Matter	How our audit addressed the key audit matter
	The Company recognizes revenue relying on the	â¢	Verifying the underlying documents such as original
	estimates in relation to forecast contract revenue		contract and its amendments, if any, for reviewing the
	and forecast contract costs on the basis of stage		significant contract terms and conditions;
	of completion which is determined based on the proportion of contract costs incurred at balance sheet date, relative to the total estimated costs of the	â¢	Evaluating the identification of performance obligation of the contract;
		â¢	Testing the existence and valuation of variable consideration
	contract at completion.		with respect to the contractual terms and inspecting the
	These contract estimates are reviewed by the		related correspondences with customers; and
	management on a periodic basis. In doing so, the	â¢	Testing the estimates for consistency with the status
	management is required to exercise judgment in its assessment of the valuation of contract variations, claims		of delivery of milestones and customers'' acceptance to identify possible delays in achieving milestones, which
	and liquidated damages as well as the completeness and accuracy of forecast costs to complete and the ability to deliver contracts within contractually determined		require changes in estimated costs or efforts to complete the remaining performance obligation.
	timelines. The revenue on contracts may also include variable	â¢	For cost incurred to date, testing samples to appropriate supporting documents and performing cut-off procedures;
	considerations which are recognized when the	â¢	Performing analytical procedures for reasonableness of
	recovery of such consideration is highly probable.		revenue recognized; and
	Changes in these judgments, and the related	â¢	Evaluating the appropriateness and adequacy of the
	estimates as contracts progress can result in material		disclosures related to contract revenue and costs in the
	adjustments to revenue. In view of the involvement of		Standalone Financial Statements in accordance with the
	significant estimates by the management and material impact on the Financial Statements, the matter has been determined as Key Audit Matter.		applicable accounting standards.
B	Contingent liabilities (Refer note 40A and 52 of	Our audit procedures included but were not limited to:
	Standalone Financial Statements)	â¢	Obtaining a detailed understanding processes and controls
	The Company is subject to number of commercial claims		of the Management with respect to claims or disputes.
	including employees claims and tax & legal disputes,	â¢	Evaluation of the design of the controls relating to
	which have been disclosed in the financial statements		compilation of the claims, assessment of probability of
	based on the facts and circumstances of each case.		outcome, estimates of the timing and the amount of the
	Taxation and litigation exposures have been identified		outflows, an appropriate reporting by the management
	as a key audit matter due to the complexities involved		and testing implementation and operating effectiveness of
	in these matters, time scales involved for resolution		the key controls.
	and the potential financial impact of these on the financial statements.		Performing following procedures on sample selected:
	Further, significant management judgment is	â¢	Understanding the matters by reading the
	involved in assessing the exposure of each case and		correspondences, communications, minutes of the Audit
	thus a risk that such cases may not be adequately		Committee and or the Board meetings and discussions
	provided for or disclosed.	â¢	with the appropriate management personnel. Making corroborative inquiries with appropriate level of the management personnel including status update, expectation of outcomes with the basis, and the future course of action contemplated by the Company, and perusing legal opinions, if any, obtained by the management.
		â¢	Considering their opinions of attorney wherever available on probability assessment of the outcomes.
		â¢	Evaluating the evidence supporting the judgment of the management about possible outcomes and the reasonableness of the estimates.
		â¢	Evaluating appropriateness of adequate disclosures in accordance with the applicable accounting standards.

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

6. The Company''s Board of Directors is responsible for the preparation of other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s report including annexures to Board''s Report, Business Responsibility & Sustainability Report, Corporate Governance and Shareholders'' Information, but does not include the Standalone Financial Statements and our auditor''s report thereon.

7. Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance thereon.

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

9. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact to those charged with governance and review the steps taken by the management to communicate to those in receipt of the other information, if previously issued, to inform them of the revision.

The Other information is expected to be made available to us after the date of this auditor''s report and if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Management Responsibility for the Standalone Financial Statements

10. The Company''s 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 Ind AS and accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

11. In preparing the Standalone Financial Statements, Management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

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

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

13. 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 auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with 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.

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

â¢ Identify and assess the risks of material misstatement of the 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 financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

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

16. 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.

17. 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.

18. 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.

Other Matters

19. We did not audit the financial information of 2 joint operations which are unincorporated entities, whose financial information reflect total assets of H 165.49 Lakh as at 31st March, 2024, total revenue of H 85.20 Lakh and net cash inflow of H 14.65 Lakh for the year ended on that date, as considered in the Standalone Financial Statements. The financial information of these joint operations is unaudited and has been furnished to us by the Management and our opinion on the Standalone Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these joint operations and our report in terms of sub-section (3) of section 143 of the Act in so far as it relates to the joint operations, is based solely on such unaudited financial information certified by management. In our opinion and according to the information and explanations given to us by the Management, this financial information is not material to the Company.

Our opinion is not modified in respect of the above said matter.

Report on Other Legal and Regulatory Requirements

20. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in

terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A", a statement on the matters specified in

paragraphs 3 and 4 of the Order, to the extent applicable.

21. As required by Section 143(5) of the Act, we give in "Annexure B", a statement on the matters specified by the Comptroller

and Auditor General of India for the company.

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

d. In our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act.

e. As per notification number G.S.R. 463(E) dated 5 June, 2015 issued by Ministry of Corporate Affairs, section 164(2) of the Act regarding the disqualifications of Directors is not applicable to the company, since it is a Government Company.

f. With respect to the adequacy of the internal financial controls with reference to financial statements of the company and the operating effectiveness of such controls, refer to our separate Report in "Annexure C".

g. With respect to the other matters to be included in the Auditor''s Report, as per notification number G.S.R. 463(E) dated 5 June, 2015 issued by Ministry of Corporate Affairs, section 197 of the Act regarding the Managerial remuneration is not applicable to the company, since it is a Government Company.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements - Refer Note 40A 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 derivative contracts;

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

iv (a) The Management has represented that, to the best of its knowledge and belief no funds 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 persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company 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 persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Parties or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

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

v) The final dividend paid by the Company during the current year in respect of the same declared for the previous year is in accordance with section 123 of the Companies Act 2013 to the extent it applies to payment of dividend. The interim dividend declared and paid by the Company during the year and until the date of this report is in compliance with Section 123 of the Act. As stated in note 37 to the financial statements, the Board of Directors of the Company have proposed final dividend for the current year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi) Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rule 2014 is applicable from April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per statutory requirement for record retention is not applicable for the financial year ended 31st March, 2024.

For Datta Singla & Co.

Chartered Accountants Firm''s Registration No.: 006185N

Sd/-

VISHAKHA HARIT Partner

Place: New Delhi Membership No.:096919

Date : 28th May 2024 UDIN: 24096919BKGXUL7500

Mar 31, 2023

ENGINEERS INDIA LIMITEDReport on the Audit of Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of ENGINEERS INDIA LIMITED ("the company"), which comprise the Balance Sheet as at 31 March 2023, the statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Cash Flow Statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, its 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 of standalone financial statements in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter Paragraph

We draw reference to Note 40 and Note 52 to the standalone financial statements concerning ongoing litigation as a going concern in respect of matters indicated therein involving a sum of '' 26,255.60 Lakhs (Commercial claims including employee''s claims). Any adverse impact of litigation is currently not ascertainable and therefore has been disclosed as contingent liability.

Our opinion is not modified in respect of the said matter.

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 a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report:

1. Estimation in relation to Percentage Completion Method

The Company recognizes revenue using the percentage of completion method. This method involves management estimates w.r.t cost and outcomes of long-term construction and service contracts. Revenue recognition in this regard is complex because it is based on the management estimates, assessments and judgments of:

â¢ estimated contract revenue and estimated costs;

â¢ the assessment of stage of completion of respective jobs;

â¢ total efforts incurred till date and balance efforts required to complete the remaining Contract Performance obligations;

â¢ changes in work scope;

â¢ the probability of customer approval of variations and claims; and

â¢ probability of levy for liquidated damages, Warranty/Guarantee and price reduction for delay or waiver/ reduction of such levies.

Audit procedures were carried out for verifying the revenue recognized from such contracts, and for that purpose, we:

â¢ selected samples of contracts and evaluated the design of internal controls relating to recording of efforts incurred and estimation of efforts required to complete the performance obligations;

â¢ assessed management''s estimates of total contract revenue, contract costs and recalculated the stage of completion based on actual costs incurred till date for a sample of contracts;

â¢ selected a sample of contracts and performed a review of efforts incurred with estimated efforts to identify significant variations, if any and verify whether those variations have been considered while estimating the remaining efforts required to complete the respective contract;

â¢ reviewed samples of contracts with unbilled revenues to identify possible delays in achieving milestones and change if any, required in estimated efforts to complete the remaining performance obligations by the company;

â¢ performed analytical procedures and test of details for reasonableness of incurred and estimated efforts.

This has been considered as a key audit matter because of the involvement of management''s judgment and estimates in recognizing revenue from such contracts and potential variations that may have consequential impact on the profitability of the company.

2. Arbitration Proceedings in case of M/s Fernas Construction India Private Limited

In April, 2016, the company terminated an existing contract with M/s Fernas Construction India Private Limited ("contractor") consequent to the findings of an investigating agency that certificates submitted for qualifying the contract was bogus. Subsequently, the company is completing the contract at the risk and cost of contractor in terms of provision of the contract.

The matter has been referred to the Arbitral Tribunal wherein the contractor has filed its claim amounting to '' 40,960.75 Lakhs against the company. The company has filed its reply along with its counter claim and application to implead the parent company of the contractor, decisions on which is pending with the Arbitral Tribunal.

During the financial year 2018-19, a third-party creditor of the contractor has filed an application against the contractor with National Company Law Appellate Tribunal (NCLAT) under Insolvency and Bankruptcy Code, 2016 (IBC). Interim Resolution Professional (IRP) has been appointed and hence arbitration proceedings have been stayed sine die.

EIL has filed its claim against the contractor with the IRP. Hon''ble Supreme Court, on the application of the contractor has stayed the Resolution proceedings. The company has approached Arbitral Tribunal and NCLT for revival of counter claims wherein the company has been directed to approach the appropriate forum and accordingly company has filed an impleadment application before the Hon''ble Supreme Court. Refer Note 51 to the standalone financial statements.

This has been considered as a key audit matter given the uncertain outcome of legal proceedings/arbitral proceedings and the involvement of management''s judgement and estimates in relation to the same and any variation may have consequential impact on the profitability of the company.

The status of such job has been reviewed on regular basis. Also outcome of the legal proceedings was reviewed time to time. Based on the management''s assessment, the management has not considered any possible obligation on this account requiring future probable outflow of resources of the company and accordingly no provision has been made nor disclosed as Contingent Liability in the standalone financial statements of the company.

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the preparation of other information. The other information comprises the Management Discussion and Analysis, Director''s Report including annexures to Director''s Report, Business Responsibility Report, Corporate Governance, Ten years'' Performance at a Glance and Chairman''s Statement included in the Annual Report of the company, but does not include the standalone financial statements and our auditor''s report thereon. The Annual Report is expected to be made available to us after the date of this auditor''s report.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available 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 audit, or otherwise appears to be materially misstated.

On reading 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 and take necessary actions as per applicable laws and regulations.

Responsibilities of Management and those Charged with Governance for the Standalone Financial Statements

The Company''s 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 specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) 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 Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

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

Auditor''s 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 auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with 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 skepticism 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 financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

â¢ Conclude on the appropriateness of Management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditor''s Report to the related disclosures in the 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 auditor''s 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 reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

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

2. The Comptroller and Auditor General of India has issued Directions indicating the areas to be examined in terms of sub section (5) of section 143 of the Act, compliance of which are set out in "Annexure B".

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

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

(e) As per notification number G.S.R. 463(E) dated 5 June, 2015 issued by Ministry of Corporate Affairs, section 164(2) of the Act regarding the disqualifications of Directors is not applicable to the company, since it is a Government Company.

(f) With respect to the adequacy of the internal financial controls with reference to financial statements of the company and the operating effectiveness of such controls, refer to our separate Report in "Annexure C". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the company''s internal financial controls with reference to financial statements.

(g) With respect to the other matters to be included in the Auditor''s Report, as per notification number G.S.R. 463(E) dated 5 June, 2015 issued by Ministry of Corporate Affairs, section 197(16) of the Act regarding the Managerial remuneration is not applicable to the company, since it is a Government Company.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements -Refer Note 40 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 derivative contracts - Refer Note 53 to the standalone financial statements; and

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

For N K Bhargava & Co.

Chartered Accountants (Firm''s Registration No. 000429N)

Sd/-

Nikhil Bhargava

(Partner)

Place: New Delhi M. No. 512853

Date: 26 May 2023 UDIN:23512853BGXOEH8794

Mar 31, 2022

Report on the Audit of Standalone Financial Statements Opinion

We have audited the accompanying Standalone Financial Statements of ENGINEERS INDIA LIMITED ("the company"), which comprise the Balance Sheet as at 31 March 2022, the statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Cash Flow Statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2022, its profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

Emphasis of Matter Paragraph

We draw reference to Note 40 and Note 52 to the standalone financial statements concerning ongoing litigation as a going concern in respect of matters indicated therein involving a sum of Rs.23,927.03 Lakhs (Commercial claims including employee''s claims). Any adverse impact of litigation is currently not ascertainable and therefore has been disclosed as contingent liability.

Our opinion is not modified in respect of the said matter.

Key Audit Matters

1. Estimation in relation to Percentage Completion Method

â¢ estimated contract revenue and estimated costs;

â¢ the assessment of stage of completion of respective jobs;

â¢ total efforts incurred till date and balance efforts required to complete the remaining Contract Performance obligations;

â¢ changes in work scope;

â¢ the probability of customer approval of variations and claims; and

â¢ probability of levy for liquidated damages, Warranty/Guarantee and price reduction for delay or waiver/ reduction of such levies.

Audit procedures were carried out for verifying the revenue recognized from such contracts, and for that purpose, we:

â¢ selected samples of contracts and evaluated the design of internal controls relating to recording of efforts incurred and estimation of efforts required to complete the performance obligations;

â¢ assessed management''s estimates of total contract revenue, contract costs and recalculated the stage of completion based on actual cost incurred till date for a sample of contracts;

â¢ selected a sample of contracts and performed a review of efforts incurred with estimated efforts to identify significant variations, if any an verify whether those variations have been considered while estimating the remaining efforts required to complete the respective contract;

â¢ performed analytical procedures and test of details for reasonableness of incurred and estimated efforts.

This has been considered as a key audit matter because of the involvement of management''s judgement and estimates in recognizing revenue from such contracts and potential variations that may have consequential impact on the profitability of the company.

2. Arbitration Proceedings in case of M/s Fernas Construction India Private Limited

EIL has filed its claim against the contractor with the IRP. Hon''ble Supreme Court, on the application of the contractor has stayed the Resolution proceedings. During the previous year, the company has approached Arbitral Tribunal and NCLT for revival of counter claims wherein the company has been directed to approach the appropriate forum and accordingly during the year company has filed an impleadment application before the Hon''ble Supreme Court. Refer Note 51 to the standalone financial statements.

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

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

Responsibilities of Management and those Charged with Governance for the Standalone Financial Statements

The Company''s 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 specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) 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.

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

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

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

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

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

â¢ Conclude on the appropriateness of Management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditor''s Report to the related disclosures in the 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 auditor''s report. However, future events or conditions may cause the company to cease to continue as a going concern.

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 (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section

(11) of section 143 of the Act, we give in the "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the

extent applicable.

2. The Comptroller and Auditor General of India has issued Directions indicating the areas to be examined in terms of sub section (5) of section

143 of the Act, compliance of which are set out in "Annexure B".

3. 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.

(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 "Annexure C". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the company''s internal financial controls over financial reporting.

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 40 to the standalone financial statements;

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

For N K Bhargava & Co.

Chartered Accountants (Firm''s Registration No. 000429N)

Sd/-

N. K. Bhargava

Place: New Delhi (Partner)

Date: 27 May 2022 M. No. 080624

UDIN: 22080624AJSLWD5810

Mar 31, 2018

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of ENGINEERS INDIA LIMITED (âthe Companyâ), which comprise the Balance Sheet as at 31 March, 2018, the Statement of Profit and Loss (including other comprehensive income), the Cash Flows Statement and the Statement of Changes in Equity for the year then ended and a summary of the significant accounting policies and other explanatory information (herein after referred to as âthe Standalone 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 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 the Companies (Indian Accounting Standards) Rules, 2015 (as amended).

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 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 financial statements based on our audit. While conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under and the Order issued under section 143(11) of the Act.

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

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

Opinion

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

Emphasis of Matter

We draw attention to the note no. 53 to the standalone financial statements of 31 March 2018, regarding claim of the contractor for Rs.40,960.75 lakhs consequent to termination of the contract. Management does not consider any possible obligation on this account requiring future probable outflow of resources.

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 Sub-section (11) of section 143 of the Act, we give in the âAnnexure Aâ, a statement on the matters specified in the paragraph 3 and 4 of the Order.

2. The C & AG of India has issued directions indicating the areas to be examined in terms of sub section (5) of section 143 of the companies act 2013, compliance of which are set out in âAnnexure Bâ

3. 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 Cash Flow Statement and the statement of changes in equity dealt with by this Report are in agreement with the books of account.

(e) On the basis of the written representations received from the directors as on 31 March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 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 Câ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the companyâs internal financial control over financial reporting. and

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

i. the Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements-refer note no. 40 to the standalone financial statements of 31 March 2018;

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts-refer note no. 55 to the standalone financial statements of 31 March 2018; and

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 reporting on disclosure relating to Specified Bank Notes is not applicable for the year ended 31 March 2018.

Annexure A to Independent Auditorsâ Report

Referred to Paragraph 1 under the heading of âReport on Other Legal and Regulatory Requirementsâ of our report of even date

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain fixed assets were physically verified by the Management during the year and according to information and explanations given to us, no material discrepancies were noticed on such verification.

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

(Rs. in Lakhs)

PARTICULARS	GROSS BLOCK	NET BLOCK
4 Flats at Naranpura, Ahemdabad	10.31	3.54
Land at Memnagar, Ahemdabad	69.21	54.69
2 Flats at Viman Nagar, Pune	8.45	3.04
84 Flats at Gokuldham Goregaon, Mumbai	238.19	38.09
6 Flats in Andheri East, Mumbai	9.93	0.40
1 Floor at CBD Belapur, Navi Mumbai	101.68	39.78

ii. The Company has carried out physical verification of inventory at the year end. In our opinion, frequency of physical verification is reasonable. As per the information and explanations given to us, the discrepancies noticed on physical verification of inventories as compared to book records were not material and the same have been dealt with in the books of account.

iii. In our opinion and according to the information and explanations given to us, the Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly paragraphs 3 (iii) (a), (b) and (c) of the order are not applicable.

iv. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Act, with respect to the grant of loan, making investment, providing guarantees and security.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Companies Act, 2013 and Rules framed there under. Accordingly paragraphs 3 (v) (a), (b) and (c) of the order are not applicable.

vi. As per the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under section 148(1) of the Companies Act, 2013 for services rendered by the company.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the books of account of the company, amount deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Income Tax, GST, Sales Tax, Service Tax, Custom Duty, Value Added Tax, Cess and any other statutory dues have been regularly deposited during the year by the company with appropriate authorities. As explained to us, the company did not have any dues on account of employeesâ state insurance and duty of excise.

According to the information and explanation given to us and on the basis of our examination of the books of accounts, no undisputed amounts payable in respect of Provident Fund, Income Tax, GST, Sales Tax, Service Tax, Custom Duty, Value Added Tax, Cess and any other statutory dues were in arrears as at 31 March 2018 for a period more than six months from the date they became payable.

(b) According to the information and explanations given to us, the following dues of Income tax, sales tax, service tax have not been deposited by the company on account of disputes:

S. No.	Name of Statue	Nature of dues	Forum where dispute is pending	Period to which amount relates	Amount including interest (Rs. in lakhs)
1.	Income Tax Act, 1961	TDS Under section 201(1)	CIT (Appeals)	F.Y. 2008-09 (A.Y. 2009-10)	0.66
2.	Income Tax Act, 1961	Income Tax	Income Tax Appellate Tribunals	F.Y. 2001-02 (A.Y. 2002-03)	596.33
				F.Y. 2003-04 (A.Y. 2004-05)	203.87
				F.Y. 2010-11 (A.Y. 2011-12)	93.51
3.	Sales Tax	Entry Tax	Sales Tax Tribunal Noida	F.Y. 1999-2000	57.17
4.	Sales Tax	VAT	Andhra Pradesh High Court	July 2011 to March 2014	10358.77
5.	Sales Tax	VAT	Karnataka High Court	F.Y. 2009-10	3351.40
6.	Sales Tax	VAT	Karnataka High Court	F.Y. 2010-11	26149.08

viii. The company does not have any loan or borrowings from any financial institution, bank, government or debenture holders during the year. Accordingly, paragraph 3(viii) of the order is not applicable.

ix. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

x. According to the information and explanation given to us by the management and based on audit procedures performed, no material fraud by the company or on the Company by its officers or employees has been noticed or reported during the year.

xi. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

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

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, 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 standalone financial statements as required by the applicable accounting standards.

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

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

For Arun K Agarwal & Associates

Chartered Accountants

(Firmâs Registration No. 003917N)

Sd/-

Arun Agarwal

Place: New Delhi (Partner)

Date: 25 May 2018 M. No. 082899

Mar 31, 2017

Report on the Standalone Indian Accounting Standards (Ind AS) Financial Statements

We have audited the accompanying standalone Ind AS financial statements of ENGINEERS INDIA LIMITED (âthe Companyâ), which comprise the Balance Sheet as at 31 March, 2017, the Statement of Profit and Loss (including other comprehensive income), the Cash Flows Statement and the statement of changes in equity for the year then ended and a summary of the significant accounting policies and other explanatory information (herein after 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 and presentation 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) specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and 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. While conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit of 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 of the Company as at 31 March, 2017, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matter

We draw attention to the note no. 54 to the standalone Ind AS financial statements of 31 March 2017, regarding claim of the contractor for Rs.40,757 lakhs consequent to termination of the contract. Management does not consider any possible obligation on this account requiring future probable outflow of resources.

Our opinion is not modified in respect of this matter.

Other Matters

The comparative financial information of the Company for the year ended 31 March 2016 and the transition date opening balance sheet as at 01 April 2015 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) for the year ended 31 March 2016 which were audited by us, on which we have expressed an unmodified opinion dated 25 May 2016 and for the year ended 31 March 2015 which were audited by other auditor, on which they have expressed an unmodified opinion dated 27 May 2015, respectively. The adjustments to those financial statements for the differences in accounting principles adopted by the Company on transition to the Ind AS have been audited by us, on which we have expressed an unmodified opinion vide our report dated 22 May 2017. 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 Subsection (11) of section 143 of the Act, we give in the âAnnexure Aâ, a statement on the matters specified in the paragraph 3 and 4 of the Order.

2. The C & AG of India has issued directions indicating the areas to be examined in terms of sub section (5) of section 143 of the companies act 2013, compliance of which are set out in âAnnexure Bâ

3. 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.

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

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

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

i. the Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements-refer note no. 40 to the standalone Ind AS financial statements of 31 March 2017;

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts-refer note no. 53 to the standalone Ind AS financial statements of 31 March 2017;

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

iv. the Company has provided requisite disclosures in note no. 16 to the financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November, 2016 to 30 December, 2016. Based on audit procedures and relying on the management representation, we report that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management.

Annexure A to Independent Auditorsâ Report

Referred to Paragraph 1 under the heading of âReport on Other Legal and Regulatory Requirementsâ of our report of even date

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(Amount in Lakhs)

PARTICULARS	GROSS BLOCK	NET BLOCK
4 Flats at Naranpura, Ahemdabad	10.31	3.79
Land at Memnagar, Ahemdabad	69.21	56.28
2 Floors at Race Course Road, Vadodara	204.02	158.75
2 Flats at Viman Nagar, Pune	8.45	3.25
84 Flats at Gokuldham Goregaon, Mumbai	238.19	43.81
6 Flats in Andheri East, Mumbai	9.93	0.64
1 Floor at CBD Belapur, Navi Mumbai	101.68	42.23

ii. The Company has carried out a physical verification of inventory at the year end. In our opinion, frequency of physical verification is reasonable. As per the information and explanations given to us, the discrepancies noticed on physical verification of inventories as compared to book records were not material and the same have been dealt with in the books of account.

iii. In our opinion and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly paragraphs 3 (iii) (a), (b) and (c) of the order are not applicable.

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

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Companies Act, 2013 and Rules framed there under.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the books of account of the Company, amount deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Income Tax, Sales tax, Service Tax, custom duty, value added tax, cess and any other statutory dues have been regularly deposited during the year by the Company with appropriate authorities. As explained to us, the Company did not have any dues on account of employeesâ state insurance and duty of excise.

According to the information and explanation given to us and on the basis of our examination of the books of accounts, no undisputed amounts payable in respect of Provident Fund, Income Tax, Sales tax, Service Tax, custom duty, value added tax, cess and any other statutory dues were in arrears as at 31 March 2017 for a period more than six months from the date they became payable.

(b) According to the information and explanations given to us, the following dues of Income tax, sales tax, service tax have not been deposited by the Company on account of disputes:

Sl. No.	Name of Statue	Nature of dues	Forum where dispute is pending	Period to which amount relates	Amount (Rs. in lakhs)
1.	Income Tax Act, 1961	Income Tax	CIT (Appeals)	F.Y. 2012-13 (A.Y. 2013-14)	89.56
				F.Y. 2013-14 (A.Y. 2014-15)	74.65

2.	Income Tax Act, 1961	TDS Under section 201(1)	CIT (Appeals)	F.Y. 2008-09 (A.Y. 2009-10)	0.32
3.	Income Tax Act, 1961	Income Tax	Income Tax Appellate Tribunals	F.Y. 2001-02 (A.Y. 2002-03)	204.22
				F.Y. 2003-04 (A.Y. 2004-05)	76.07
				F.Y. 2010-11 (A.Y. 2011-12)	50.82
				F.Y. 2011-12 (A.Y. 2012-13)	42.72
4.	Sales Tax	Entry Tax	Sales Tax Tribunal Noida	F.Y. 1999-00	13.70
5.	Sales Tax	VAT	Andhra Pradesh High Court	July 2011 to March 2014	6999.17
6.	Sales Tax	VAT	Karnataka High Court	F.Y. 2009-10	2955.19
7.	Sales Tax	VAT	Karnataka High Court	F.Y. 2010-11	23952.56

viii. The Company does not have any loan or borrowings from any financial institution, bank, government or debenture holders during the year. Accordingly, paragraph 3(viii) of the order is not applicable.

x. According to the information and explanation given to us by the management and based on our examination of the records of the Company, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

xi. According to the information and explanations give 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 Act.

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

xiii. According to the information and explanations given to us and 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 Ind AS financial statements as required by the applicable accounting standards.

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

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

For Arun K Agarwal & Associates

Chartered Accountants

(Firmâs Registration No. 003917N)

Sd/-

Rajesh Surolia

Place: New Delhi (Partner)

Date: 22 May 2017 M. No. 088008

Mar 31, 2016

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

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation 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. While conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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 financial statements.

Opinion

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

Emphasis of Matter

We draw attention to the note no. 2.47 to the standalone financial statements for the year ended 31 March 2016, regarding:

(a) fraud committed by M/s Fernas Construction India Pvt. Ltd. (''the Contractor'') by submitting bogus completion certificate. Further, the employees and officers of the Company in connivance with the contractor relaxed the bid qualification criteria to enable the contractor to qualify and beg the tender/contract worth Rs.180000 lakhs from a client for whom the Company is a consultant. The management does not envisage any financial liability in this regard.

(b) fraud committed by M/s Fernas Construction India Pvt. Ltd. (''the Contractor'') by submitting bogus completion certificate for qualifying in the bid criteria and beg the tender/contract of approximate Rs.27200 lakhs. The Company has terminated the contract. The Company has estimated additional expenditure of Rs.3167 lakhs to complete the job, which has been accounted for as per accounting standard (ASÂ7 ''Accounting for Construction Contracts''). Subsequent to termination of contract, the contractor raised the claim against the Company. Management does not consider any possible obligation on this account requiring future probable outflow of resources.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of Sub- section (11) of section 143 of the Act, we give in the "Annexure A", a statement on the matters specified in the paragraph 3 and 4 of the Order.

2. The C&AG of India has issued directions indicating the areas to be examined in terms of sub section (5) of section 143 of the Companies Act 2013, compliance of which are set out in "Annexure B"

3. 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, and the cash flow statement dealt with by this Report are in agreement with the books of account.

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

(e) On the basis of the written representations received from the Directors as on 31 March, 2016 taken on record by the Board of Directors, none of the Directors is disqualified as on 31 March, 2016 from being appointed as a Director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure C"; and

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

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer note no. 2.18 to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts - Refer note no. 2.45 to the financial statements;

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

Annexure A to Independent Auditors'' Report

Referred to Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

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

(ii) (a) The Company has carried out a physical verification of inventory at the year end. In our opinion, frequency of physical verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. Further, as per the information and explanations given to us, the discrepancies noticed on physical verification of inventories as compared to book records were not material and the same have been dealt with in the books of account.

(iii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly paragraphs 3 (iii) (a), (b) and (c) of the order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

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

(vi) As per the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under section 148(1) of the Companies Act, 2013 for services rendered by the Company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the books of account of the Company, amount deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Income Tax, Sales tax, Service Tax, Custom Duty, Value Added Tax, Cess and any other statutory dues have been regularly deposited during the year by the Company with appropriate authorities. As explained to us, the Company did not have any dues on account of employees'' state insurance and duty of excise.

According to the information and explanation given to us and on the basis of our examination of the books of accounts, no undisputed amounts payable in respect of Provident Fund, Income Tax, Sales tax, Service Tax, Custom Duty, Value Added Tax, Cess and any other statutory dues were in arrears as at 31 March 2016 for a period more than six months from the date they became payable.

(b) According to the information and explanations given to us, the following dues of Income tax, sales tax, service tax have not been deposited by the Company on account of disputes:

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

1. Income Tax Act, 1961 Income Tax CIT (Appeals)

2. Income Tax Act, 1961 TDS Under section 201(1) CIT (Appeals)

3. Income Tax Act, 1961 Interest Supreme Court

4. Income Tax Act, 1961 Income Tax Appellate Tribunals

5. Finance Act, 1994 Service Tax CESTAT and Service Tax Laws

6. Sales Tax Sales Tax Sales Tax Tribunal Agra

7. Sales Tax Entry Tax Sales Tax Tribunal Agra

Name of Statute Period to which amount relates Amount (Rs. in lakhs)

Income Tax Act, 1961 2011-12, 2012-13 133.04

Income Tax Act, 1961 2008-09 0.32

Income Tax Act, 1961 2005-06 105.37

Income Tax Act, 1961 2001-02, 2003-04,2009-10,2010-11 363.37

Finance Act, 1994 01.04.2002 to 17.04.2006 62.87

Sales Tax 1999-00, 2000-01 248.65

Sales Tax 1999-00 13.70

(viii) The Company does not have any loan or borrowings from any financial institution, bank, government or debenture holders during the year. Accordingly, paragraph 3(viii) of the order is not applicable.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

(x) According to the information and explanation given to us by the management, a fraud was committed by employees and officers of the Company by relaxing the bid qualification criteria in connivance with the bidding contractor and helping him to qualify and beg the tenders/ contracts worth Rs.180000 lakhs from clients for whom company is a consultant. The management does not envisage any financial liabilities in this regard. (Refer note no. 2.47 (a) to the standalone financial statements).

(xi) According to the information and explanations give 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 Act.

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

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

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

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

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

For Arun K Agarwal & Associates

Chartered Accountants

(Firm''s Registration No. 003917N)

Arun Agarwal

Date: 25/05/2016 (Partner)

Place: Delhi M.No:082899

Mar 31, 2015

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Engineers India Limited ("the company"), which comprises the Balance Sheet as at 31st March 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.

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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 control, 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 there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the 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 true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

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

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

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act 2013, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. The C & AG of India has issued direction indicating the areas to be examined in terms of sub section (5) of section 143 of the Companies Act 2013, compliance of which are set out in Annexure II

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

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

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

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

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

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Notes No 2.17 to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts - Refer Note No 2.43 to the financial statements;

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

Annexure I to the Independent Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31st March 2015, we report that:

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

(b) As explained to us, the fixed assets have been physically verified by the management in phased manner so as to cover each assets at once in three years which in our opinion is reasonable in regard to the size of the Company and the nature of its business. As informed to us, no material discrepancies were noticed on such verification.

(ii) (a) As explained to us, inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) We are of the opinion that, the Company is maintaining proper records of inventory. Further as per information and explanations given to us the discrepancies noticed on physical verification of inventories as compared to book records were not material and the same have been properly dealt with in the books of account.

(iii) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. Accordingly paragraphs (iii) (a) and (b) of the order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. On the basis of our examination and according to information and explanation given to us we have neither come across nor been informed of any instance of major weakness in the internal control system.

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

(vi) As per information and explanation provided to us, maintenance of cost record has not been prescribed under section 148 of the act for services rendered by the Company.

(vii) (a) As per information and explanations and records provided to us, the Company has been generally regular in depositing undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other statutory dues with the appropriate authorities. We are informed that there are no undisputed statutory dues as at the year end outstanding for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us and on the basis of record verified by us , the following dues of income tax, sales tax, service tax, wealth-tax, duty of customs, duty of excise, value added tax and cess as at March 31, 2015 which have not been deposited on account of a dispute:

S. Name of Statute Nature of Duty Forum where the No. dispute is pending

1 Income Tax Assessment u/s 143(3) of CIT (Appeals) Act 1961 the Income Tax Act, 1961

2 Income Tax Demand of TDS u/s CIT (Appeals) Act 1961 201(1)

3 Income Tax Interest on Self assessment Supreme Court Act 1961 tax u/s 244A

4 Finance Act 1994 Demand of Service tax CESTAT

5 Sales Tax Act Demand of Sales Tax Sales Tax tribunal Agra

6 Sales Tax Act Demand of Sales Tax Sales Tax tribunal Agra

7 UP Sales Tax Act Sales Tax Sales Tax tribunal Agra

S. Name of Statute Financial Year to Amount No. which it pertains (Rs. in Lacs)

1 Income Tax Act 1961 2011-12 43.48

2 Income Tax Act 1961 2008-09 0.32

3 Income Tax Act 1961 2005-06 105.37

4 Finance Act 1994 2002-2006 62.87

5 Sales Tax Act 1999-2000 132.53

6 Sales Tax Act 2001-01 116.12

7 UP Sales Tax Act 1999-2000 13.70

(c) According to the information and explanations given to us, the amount which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time.

(viii) The Company does not have any accumulated losses as on 31.3.2015 and has not incurred cash losses during the year and in the immediately preceding financial year.

(ix) The Company do not have any borrowing from any financial institutions, banks or debenture holders.

(x) As per record and information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions except guarantee amounting to Rs.200.00lacs issued on behalf of M/s TEIL Projects Ltd (a joint venture company). In our opinion the terms and condition of the guarantee are not prejudicial to the interest of the Company.

(xi) Company has not availed any term loan during the year.

(xii) 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 M. Verma & Associates Chartered Accountants FRN:501433C

(Mohender Gandhi) Place: New Delhi (Partner) Date: May 27, 2015 M. Number: 088396

Mar 31, 2014

1. We have audited the accompanying financial statements of ENGINEERS INDIA LIMITED ("the CompanyÂ) which comprise the Balance Sheet as at March 31st, 2014, and the statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the companies Act, 1956 ("the ActÂ) read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Charted Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affair of the Company as at March 31st 2014;

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

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

Report on Other legal and Regularity Requirement

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

8. As required by Section 227(3) of the Act, we report that:

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

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

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

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

e) In terms of notification No. G.S.R. 829(E) dt. 21.10.2003, issued by Ministry of Finance, Department of Company Affairs, Government of India, clause(g) of sub-section(I) of Section 274 of the Companies Act,1956 is not applicable to Government Company.

Annexure to the Auditors'' Report referred to in paragraph (7) of our report of even date on the accounts of Engineers India Limited for the year ended on 31st march, 2014

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

(b) As explained to us, the fixed assets have been physically verified by the management at phased manner so as to cover each asset at least once in three years which, in our opinion is reasonable having regard to the size of the company and the nature of its business. As informed to us, no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the disposal of assets during the year was not substantial and would not have an impact on the operations of the company.

(ii) (a) As explained to us, the inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) We are of the opinion that, the Company is maintaining proper records of inventories. Further as per information and explanations provided to us, the discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

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

(b) According to the information and explanations given to us, the Company has, during the year, 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, paragraphs 4 (iii)(e),(f), and (g) of the Order, are not applicable

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets for the sale of goods and services. During the course of our audit, we have neither come across nor have been informed of any instance of major weakness in the aforesaid internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered in to the register maintained under section 301 of the companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, as there are no transactions that need to be entered in to the register maintained under section 301 of the companies Act, 1956, paragraph 4 (v) (b) of the Order, is not applicable.

(vi) The company has not accepted any deposits from the public within the meaning of section 58A, 58AA and other relevant provisions of the Companies Act 1956 and the rules framed there under and hence provisions of paragraph 4 (vi) of the Order, is not applicable.

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

However in our opinion the procedure for IT system Audit at periodic intervals from outside expert agency need to be strengthen. As per information provided to us company has already initiated the process and job of IT system Audit has already been entrusted to outside expert agency.

(viii) As per information and record provided to us the company is maintaining cost record for its two operating segments viz. Consultancy and engineering projects and turnkey projects as prescribed under section 209(1)(d) of the Companies Act 1956 depicting Cost and Revenue for each job. We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the central government for the maintenance of Cost record under section 209(1)(d) of the Companies Act 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) As per information and explanation and record provided to us, the company has been generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, Cess and other applicable statutory dues with the appropriate authorities during the year. We are informed that there are no undisputed statutory dues as at the year end outstanding for a period of more than 6 months from the date they become payable.

(b) According to the information and explanations given to us and based on records of the company, there are no dues outstanding on account of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess on account of any dispute, other than the following-

Name of Statute Nature of Dues Amount Period to which Forum where the (in lakhs) amount relates dispute is pending

Uttar Pradesh Sales Tax Act Demand of Sales Tax 13.70 1999-2000 Sales Tax Tribunal, Agra

Service Tax Act 1994 Demand of Service Tax 62.87 2002-2006 Custom, Excise and Service Tax (including penalty of Rs 31.44) Appellate Tribunal

Income Tax Act 1961 Demand of TDS u/s 201(1) 0.32 2008-2009 Commissioner of Income Tax (Appeals)

Income Tax Act 1961 Demand of Income Tax U/s 143(3) 50.82 2010-2011 Commissioner of Income Tax (Appeals)

Uttar Pradesh Sales Tax Act Demand of Sales Tax 132.53 1999-2000 Commissioner (Appeals) Mathura

116.12 2000-2001

(x) The Company does not have accumulated losses as at the year ended March 31, 2014. Further, the Company has not incurred any cash losses during the year ended March 31, 2014 and in the immediately preceding financial year.

(xi) According to the records of the Company examined by us and on the basis of information and explanations given to us, the Company has not defaulted in repayment of dues to banks, Financial Institutions during the year. The Company has not issued debentures during the year.

(xii) As the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, paragraph 4(xii) of the Order is not applicable.

(xiii) As the Company is not a chit fund/nidhi/mutual benefit funds/ society to which the provisions of special statute relating to chit fund are applicable, paragraph 4(xiii) of the Order is not applicable.

(xiv) As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4 (xiv) of the Order is not applicable.

(xv) As per record and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year except guarantees amounting to Rs 1000 lacs and Rs 200 lacs issued on behalf of M/s Certification Engineers International Limited (a wholly owned subsidiary company) and TEIL Projects Ltd (a joint venture company) respectively. In our opinion the terms and conditions of the guarantee are not prejudicial to the interest of the Company.

(xvi) According to the in information and explanations given to us, the company has not raised any term loan during the year.

(xvii) According to the in information and explanations given to us, and on an overall examination of the balance sheet of the company, we report that short term funds have not been used to finance long term investments.

(xviii) During the year the company has not made any preferential allotment of shares to parties or companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) The company has not issued any debentures during the year.

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

(xxi) To the best of our knowledge and belief and according to the information and explanations given by the management, and the records of the company examined by us , no fraud on or by the company was noticed or reported during the year.

For M. Verma & Associates Chartered Accountants

(Madan Verma)

(Partner)

Place: New Delhi

Membership no. 080939

Date : May 23, 2014 Firm Registration no. 501433C

Mar 31, 2013

1. We have audited the accompanying financial statements of ENGINEERS INDIA LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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

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

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

8. As required by section 227(3) of the Act, we report that:

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

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

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

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

e) In terms of notification No. G.S.R. 829(E) dt. 21.10.2003, issued by Ministry of Finance, Department of Company Affairs, Government of India, clause(g) of sub-section(1) of274 of the Companies Act,1956 is not applicable to Government Company.

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

ANNEXURE TO THE AUDITORS'' REPORT REFERRED TO IN PARAGRAPH (7) OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF ENGINEERS INDIA LIMITED FOR THE YEAR ENDED ON 31st MARCH, 2013

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

(b) As explained to us, the fixed assets have been physically verified by the management at phased manner so as to cover each asset at least once in a three years which, in our opinion is reasonable having regard to the size of the company and the nature of its business. As informed to us, no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the disposal of assets during the year was not substantial and would not have an impact on the operations of the company.

(ii) (a) As explained to us, the inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) We are of the opinion that, the Company is maintaining proper records of inventories. Further as per information and explanations provided to us, the discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

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

(b) According to the information and explanations given to us, the Company has, during the year, 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, paragraphs 4 (iii) (e), (f) and (g) of the Order, are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets for the sale of goods & services. During the course of our audit, we have neither come across nor have been informed of any instance of major weakness in the aforesaid internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, as there are no transactions that need to be entered into the Register maintained under Section 301 of the Companies Act, 1956, paragraph 4(v)(b) of the Order is not applicable.

(vi) The Company has not accepted any deposits from the public within the meaning of Section 58A, 58AA and other relevant provisions of the Companies Act, 1956 and the rules framed there under and hence provisions of paragraph 4(vi) of the Order is not applicable.

(vii) In our opinion, the Company has an adequate internal audit system commensurate with the size of the Company and nature of its business. However in our opinion the procedure for IT System Audit at periodic intervals from outside expert agency need to be strengthen.

(viii) As per information and record provided to us the Company is maintaining cost record for its two operating segments viz. Consultancy and Engineering Projects and Turnkey projects as prescribed under section 209 (1)(d) of the Companies Act 1956 depicting cost and revenue for each job. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost record under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) As per information and explanation and record provided to us, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other applicable statutory dues with the appropriate authorities during the year. We are informed that there are no undisputed statutory dues as at the year end outstanding for a period of more than 6 months from the date they become payable.

(b) According to the information and explanations given to us and based on records of the company, there are no dues outstanding on account of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess on account of any dispute, other than the following-

Name of Nature of Amount (Rs. Statute Dues in Lakhs

Uttar Pradesh Demand of 15.04 Sales Tax Sales Tax Act

Service Tax Demand of 62.87 Act 1994 Service Tax (including penalty of Rs. 31.44)

Income Tax Demand of 0.32 Act 1961 TDS U/s 201(1)

Income Tax Demand of 32.26 Act 1961 Income Tax U/s 143 (3)

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

Uttar Pradesh Sales Tax Act 1999-2000 Matter referred back to Assessing Authority Mathura by Sales Tax Tribunal Mathura

Service Tax Act 1994 2002-2006 Custom Excise and Service Tax Appellate Tribunal

Income Tax Act 1961 2008-2009 Commissioner of Income Tax (Appeals)

Income Tax Act 1961 2009-2010 Commissioner of Income Tax (Appeals)

(x) The Company does not have accumulated losses as at the year ended March 31, 2013. Further, the Company has not incurred any cash losses during the year ended March 31, 2013 and in the immediately preceding financial year.

(xi) According to the records of the Company examined by us and on the basis of information and explanations given to us, the Company has not defaulted in repayment of dues to banks, financial institutions during the year. The Company has not issued debentures during the year.

(xii) As the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, paragraph 4(xii) of the Order is not applicable.

(xiii) As the Company is not a chit fund / nidhi / mutual benefit funds / society to which the provisions of special statute relating to chit fund are applicable, paragraph 4(xiii) of the Order is not applicable.

(xiv) As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of the Order is not applicable.

(xv) As per record and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year except a guarantee amounting to Rs 1000.00 lacs issued on behalf of M/s Certification Engineers International Limited a wholly owned subsidiary company. In our opinion the terms and condition of the guarantee are not prejudicial to the interest of the Company.

(xvi) According to the information and explanations given to us, the company has not raised any term loan during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that short term funds have not been used to finance long term investments.

(xviii) During the year the company has not made any preferential allotment of shares to parties or companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) The company has not issued any debentures during the year.

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

(xxi) To the best of our knowledge and belief and according to the information and explanations given by the management, and the records of the company examined by us, no fraud on or by the company was noticed or reported during the year.

For M. Verma & Associates

Chartered Accountants

(Mohender Gandhi)

Partner

Place : New Delhi Membership Number-088396

Date : May 28, 2013 Firm Registration No. 501433C

Mar 31, 2012

1. We have audited the attached Balance Sheet of Engineers India Limited as at 31st March, 2012, the Profit & Loss Account and also the Cash Flow Statement of the Company for the year ended on that date 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.

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India, in terms of Sub- Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that :

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

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

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

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

e) In terms of notification No. G.S.R. 829 (E) dt. 21.10.2003, issued by the Ministry of Finance, Department of Company Affairs, Government of India, clause (g) of sub-section (I) of section 274 of the Companies Act, 1956 is not applicable to Government Companies;

In our opinion and to the best of our information and according to the explanation given to us, the said accounts read together with significant Accounting Policies and Notes to Accounts (Notes No. 1 & 2) 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 Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

b) In the case of Profit & Loss Account, of the profit of the Company 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.

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

(b) As explained to us, the fixed assets have been physically verified by the management at phased manner so as to cover each asset at least once in three years which, in our opinion, is reasonable having regard to the size of the company and the nature of its business. As informed to us, no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the disposal of assets during the year was not substantial and would not have an impact on the operations of the company.

(ii) (a) As explained to us, the inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) We are of the opinion that, the Company is maintaining proper records of inventories. Further as per information and explanations provided to us, the discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

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

(b) According to the information and explanations given to us, the Company has, during the year, 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, paragraphs 4 (iii) (e), (f) and (g) of the Order, are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets for the sale of goods & services. During the course of our audit, we have neither come across nor have been informed of any instance of major weakness in the aforesaid internal control system.

(v ) (a) In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, as there are no transactions that need to be entered into the Register maintained under Section 301 of the Companies Act, 1956, paragraph 4(v)(b) of the Order is not applicable.

(vi) The Company has not accepted any deposits from the public within the meaning of Section 58A, 58AA and other relevant provisions of the Companies Act, 1956 and the rules framed thereunder and hence provisions of paragraph 4(vi) of the Order is not applicable.

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

(viii) According to the information given to us by the Management the Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the activities of the Company.

(ix) (a) As per information, explanation and record provided to us, the Company has been generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other applicable statutory dues with the appropriate authorities during the year. We are informed that there are no undisputed statutory dues as at the year end outstanding for a period of more than 6 months from the date they become payable.

(b) According to the information and explanations given to us and based on records of the company, there are no dues outstanding on account of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess on account of any dispute, other than the following:-

Name of the Nature of Amount Period to which Forum where the statute Dues (In Lakhs) the amount relates dispute is pending

Service Tax Act Demand of Service Tax 62.87 2002-2006 Commissioner 1994 (excluding interest, including of Central Excise penalty of Rs. 31.44 Lakhs) (Appeals)

Service Tax Act Demand of 1.58 1997-1998 Commissioner of 1994 Service Tax Central Excise (Appeals)

Income Tax Act Demand of 2.55 2008-2009 Commissioner of 1961 TDS Income Tax (Appeals)

Income Tax Act Demand of Income 11.61 2008-2009 Commissioner of 1961 Tax U/s 143(3) Income Tax (Appeals)

Uttar Pradesh Demand of 15.04 1999-2000 Sales Tax Tribunal, Sales Tax Act Sales Tax Agra

(x) The Company does not have accumulated losses as at the year ended March 31, 2012. Further, the Company has not incurred any cash losses during the year ended March 31, 2012 and in the immediately preceding financial year.

(xi) According to the records of the Company examined by us and on the basis of information and explanations given to us, the Company has not defaulted in repayment of dues to banks, financial institutions during the year. The Company has not issued debentures during the year.

(xii) As the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, paragraph 4(xii) of the Order is not applicable.

(xiii) As the Company is not a chit fund / nidhi / mutual benefit funds / society to which the provisions of special statute relating to chit fund are applicable, paragraph 4(xiii) of the Order is not applicable.

(xiv) As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of the Order is not applicable.

(xv) In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

(xvi) According to the information and explanations given to us, the company has not raised any term loan during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that short term funds have not been used to finance long term investments.

(xviii) During the year the company has not made any preferential allotment of shares to parties or companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) The company has not issued any debentures during the year.

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

(xxi) To the best of our knowledge and belief and according to the information and explanations given by the management, and the records of the company examined by us, no fraud on or by the company was noticed or reported during the year. For M Verma & Associates,

Chartered Accountants

(Mohender Gandhi)

Partner

Membership No. 088396

Firm Registration No. 501433C

Place : New Delhi

Date : May 28, 2012

Mar 31, 2011

1. We have audited the attached Balance Sheet of Engineers India Limited as at 31st March, 2011, the Profit & Loss Account and also the Cash Flow Statement of the Company for the year ended on that date 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.

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India, in terms of Sub- Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that :

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

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

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

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

e) In terms of notification No. G.S.R. 829 (E) dt. 21.10.2003, issued by the Ministry of Finance, Department of Company Affairs, Government of India, clause (g) of sub-section (I) of section 274 of the Companies Act, 1956 is not applicable to Government Companies;

In our opinion and to the best of our information and according to the explanation given to us, the said accounts read together with significant Accounting Policies as per Schedule ÃIÃ and Notes as per Schedule ÃJ Ã 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 Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

b) In the case of Profit & Loss Account, of the profit of the Company 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.

Annexure to the Auditors' Report

Referred to in Paragraph (3) of our Report of Even Date on the Accounts of Engineers India Limited for the year ended on 31st March, 2011

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

(b) As informed to us, the fixed assets are verified by the management in a phased manner so as to cover each asset at least once in three years which, in our opinion, is reasonable having regard to the size of the company and the nature of its business. As informed, no material discrepancies were noticed on such verification.

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

(ii) (a) As explained to us, the inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the record of inventories, we are of the opinion that, the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

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

(b) According to the information and explanations given to us, the Company has, during the year, 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, paragraphs 4 (iii) (e), (f) and (g) of the Order, are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets for the sale of goods & services. During the course of our audit, we have neither come across nor have been informed of any instance of major weakness in the aforesaid internal control system.

(v ) (a) In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, as there are no transactions that need to be entered into the Register maintained under Section 301 of the Companies Act, 1956, paragraph 4(v)(b) of the Order is not applicable.

(vi) The Company has not accepted any deposits from the public within the meaning of Section 58A, 58AA and other relevant provisions of the Companies Act, 1956 and the rules framed thereunder and hence provisions of paragraph 4(vi) of the Order is not applicable.

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

(viii) According to the information given to us by the Management the Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the activities of the Company.

(ix) (a) According the information and explanation given to us and the records of the Company examined by us, the company has been generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other applicable statutory dues with the appropriate authorities during the year. We are informed that there are no undisputed statutory dues as at the year end outstanding for a period of more than 6 months from the date they become payable.

(b) According to the information and explanations given to us and based on records of the company, there are no dues in respect of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute except the following:-

Particulars Year Amount Forum

(Rs. In Lakhs)

Service Tax 01.4.2002 to 17.4.2006 31.44 Commissioner of Central Excise (Appeals)

Service Tax 1997-98 1.58 Commissioner of Central Excise (Appeals)

Income Tax 2008-09 2.55 Commissioner of Income Tax (Appeals)

(x) The Company does not have accumulated losses as at the year ended March 31, 2011. Further, the Company has not incurred any cash losses during the year ended March 31, 2011 and in the immediately preceding financial year.

(xi) According to the records of the Company examined by us and on the information and explanations given to us, the Company has not defaulted in repayment of dues to banks, financial institutions during the year. The Company has not issued debentures during the year.

(xii) As the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, paragraph 4(xii) of the Order is not applicable.

(xiii) As the Company is not a chit fund / nidhi / mutual benefit funds / society to which the provisions of special statute relating to chit fund are applicable, paragraph 4(xiii) of the Order is not applicable.

(xiv) As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of the Order is not applicable.

(xv) In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

(xvi) According to the information and explanations given to us, the company has not raised any term loan during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that short term funds have not been used to finance long term investments.

(xviii) During the year the company has not made any preferential allotment of shares to parties or companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) The company has not issued any debentures during the year.

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

(xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that, no fraud on or by the company has been noticed or reported during the course of our audit for the year ended March 31, 2011.

For JAGDISH CHAND & CO.

CHARTERED ACCOUNTANTS

( RAVI GOEL )

PARTNER

Place : New Delhi Membership No. 078748

Date : May 26, 2011 Firm Registration No. 000129N

Mar 31, 2010

1. We have audited the attached Balance Sheet of Engineers India Limited as at 31st March, 2010, the Profit & Loss Account and also the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India, in terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that :

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

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears for our examination of those books;

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

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

e) In terms of notification No. G.S.R. 829 (E) dt. 21.10.2003, issued by the Ministry of Finance, Department of Company Affairs, Government of India, clause (g) of sub-section (I) of section 274 of the Companies Act, 1956 is not applicable to Government Companies;

In our opinion and to the best of our information and according to the explanation given to us, the said accounts read together with significant Accounting Policies as per Schedule `I and Notes as per Schedule `J 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 Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

b) In the case of Profit & Loss Account, of the profit of the Company 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.

Annexure to the Auditors Report Referred to in Paragraph (3) of our Report of Even Date on the Accounts of Engineers India Limited for the year ended on 31st March, 2010

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

(b) As informed to us, the fixed assets are verified by the management in a phased manner so as to cover each asset at least once in three years which, in our opinion, is reasonable having regard to the size of the company and the nature of its business. As informed, no material discrepancies were noticed on such verification.

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

(ii) (a) As explained to us, the inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the record of inventories, we are of the opinion that, the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

(iii) (a) According to the information and explanations given to us, the Company has, during the year, not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act,1956. Accordingly, paragraphs 4(iii) (a), (b), (c) and (d) of the Order, are not applicable. (b) According to the information and explanations given to us, the Company has, during the year, 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, paragraphs 4 (iii) (e), (f) and (g) of the Order, are not applicable. (iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets for the sale of goods & services. During the course of our audit, we have neither come across nor have been informed of any instance of major weakness in the aforesaid internal control system. (v) (a) In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956. (b) In our opinion and according to the information and explanations given to us, as there are no transactions that need to be entered into the Register maintained under Section 301 of the Companies Act, 1956, paragraph 4(v)(b) of the Order is not applicable. (vi) The Company has not accepted any deposits from the public within the meaning of Section 58A, 58AA and other relevant provisions of the Companies Act, 1956 and the rules framed thereunder and hence provisions of paragraph 4(vi) of the Order is not applicable. (vii) In our opinion, the Company has an adequate internal audit system commensurate with the size of the

Company and nature of its business. (viii) According to the information given to us by the Management the Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the activities of the investor education and protection fund, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other applicable statutory dues with the appropriate authorities during the year. We are informed that there are no undisputed statutory dues as at the year end outstanding for a period of more than 6 months from the date they become payable. (b) According to the information and explanations given to us and based on records of the company, there are no dues in respect of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute except the following:-

Particulars Year Amount (Rs. In Lakhs) Forum

Service Tax 01.4.2002 To 17.4.2006 31.44 Commissioner of Central Excise (Appeals)

Service Tax 1997-98 1.58 Commissioner of Central Excise (Appeals)

(x) The Company does not have accumulated losses as at the year ended March 31, 2010. Further, the Company has not incurred any cash losses during the year ended March 31, 2010 and in the immediately preceding financial year.

(xi) According to the records of the Company examined by us and on the information and explanations given to us, the Company has not defaulted in repayment of dues to banks, financial institutions during the year. The Company has not issued debentures during the year.

(xii) As the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, paragraph 4(xii) of the Order is not applicable.

(xiii) As the Company is not a chit fund / nidhi / mutual benefit funds / society to which the provisions of special statute relating to chit fund are applicable, paragraph 4(xiii) of the Order is not applicable.

(xiv) As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of the Order is not applicable.

(xv) In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

(xvi) According to the information and explanations given to us, the company has not raised any term loan during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that short term funds have not been used to finance long term investments.

(xviii)During the year the company has not made any preferential allotment of shares to parties or companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) The company has not issued any debentures during the year.

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

(xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that, no fraud on or by the company has been noticed or reported during the course of our audit for the year ended March 31, 2010.

For JAGDISH CHAND & CO.

CHARTERED ACCOUNTANTS

(JAGDISH CHAND GUPTA)

PARTNER

M.NO. 006107

Firm Registration No. 000129N

Place : New Delhi

Dated : May 27, 2010

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