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Industrial Investment Trust Ltd.

BSE: 501295 Sector: Financials
NSE: IITL ISIN Code: INE886A01014
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OPEN 96.10
PREVIOUS CLOSE 99.20
VOLUME 800
52-Week high 147.90
52-Week low 58.10
P/E 9.66
Mkt Cap.(Rs cr) 211
Buy Price 0.00
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Sell Price 0.00
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OPEN 96.10
CLOSE 99.20
VOLUME 800
52-Week high 147.90
52-Week low 58.10
P/E 9.66
Mkt Cap.(Rs cr) 211
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Industrial Investment Trust Ltd. (IITL) - Auditors Report

Company auditors report

TO THE MEMBERS OF INDUSTRIAL INVESTMENT TRUST LIMITED

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying Standalone Financial Statements ofIndustrial Investment Trust Limited ("the Company") which comprise the BalanceSheet as at March 31 2022 the Statement of Profit and Loss( including the OtherComprehensive Income) the Statement of Changes in Equity and the Statement of Cash Flowfor the year then ended and notes to the Standalone Financial Statements including thesummary of significant accounting policies and other explanatory information (hereinafterreferred to as "Standalone Financial Statements").

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid Standalone Financial Statements give theinformation required by the Companies Act 2013 as amended (the "Act") in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2022 its loss including other comprehensive income/(loss) the Changes in Equity andits Cash Flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements inaccordance with the Standards on Auditing (SAs) as specified under section 143(10) of theAct. Our responsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India ("the ICAI") together with theethical requirements that are relevant to our audit of the Standalone Financial Statementsunder the provisions of the Act and the Rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Standalone Financial Statements.

Emphasis of Matter

a) We draw attention to note 38 of the Standalone Financial Statementsregarding investment in joint controlled entity Future Generali India Life InsuranceCompany Limited ("FGILICL"). The Management of the Company has sold the saidinvestment and has recognized total loss of Rs. 10395.00 lakhs and considered asexceptional item.

b) We draw attention to note 42(a) of the Standalone FinancialStatements regarding investment in its subsidiary IITL Projects Limited. The financialsstatements of the subsidiary have been prepared on a going concern basis although thesubsidiary company is incurring continuous losses and the net worth of the subsidiarycompany is negative as on March 312022. In view of current status of the Real estateindustry and in particular adverse cash flows of the Joint Ventures of the subsidiarywhich indicates that a material uncertainty exists that may cast significant doubt itsability to continue as a going concern the management of the Company is of view for thereason states in the note that the impairment provision is considered adequate.

c) We draw attention to note 42(b) of the Standalone FinancialStatements regarding investment in its subsidiary IITL Management and Consultancy PrivateLimited (formerly known as IIT Insurance Broking and Risk Management Private Limited) themanagement of the Company is of the view for the reasons stated in the note thatimpairment of Rs. 112.00 lakhs towards equity investment as at March 312022 is consideredadequate based on audited net worth as at March 31 2022.

d) We draw attention to note 42(d) of the Standalone FinancialStatements regarding investment in associate company World Resorts Limited("WRL"). The associate has incurred loss in the current year and the net worthof the associate has eroded.

e) We draw attention to note 43 of Standalone Financial Statements theCompany had received letter from the Reserve Bank of India (RBI) dated June 25 2018 videsaid letter the RBI has prohibited the Company not to expand its credit/ investmentportfolio other than investment in Government Securities till net Non-Performing Assets("NPAs") are brought down to below 5%.

f) We draw attention to note 51 to the Standalone Financial Statementswhich describes the impact of Covid-19 pandemic on the Company's operations and results asassessed by the management.

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

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the Standalone Financial Statements for thefinancial year ended March 312022. These matters were addressed in the context of ouraudit of the Standalone Financial Statements as a whole and in forming our opinionthereon and we do not provide a separate opinion on these matters. For each matter belowour description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key auditmatters to be communicated in our report. We have fulfilled the responsibilities describedin the Auditors' responsibilities for the audit of the Standalone Financial Statementssection of our report including in relation to these matters. Accordingly our auditincluded the performance of procedures designed to respond to our assessment of the risksof material misstatement of the Standalone Financial Statements. The results of our auditprocedures including the procedures performed to address the matters below provide thebasis for our audit opinion on the accompanying Standalone Financial Statements.

Key Audit Matter How Key Audit Matter was addressed in our Audit
Carrying Value of Investment Our audit procedures included and were not limited to the following:
(Refer Note 2.11 "Financial Instrument" and Note 7 and Note 44 of the Standalone Financial Statements) i. Reviewed the Accounting Policies used by the Company for accounting and disclosing Investments for compliance with the accounting framework.
The investments portfolio is valued at Rs. 609035.46 (in thousands) which represents 18.91% of the total assets of the Company as at March 31 2022. The Impairment review of unquoted investment is considered to be risk area due to the size of the balances as well as the judgmental nature of key assumptions which may be subject to management override. ii. Evaluated the valuation methodology recommended by the valuation expert.
Impairment assessment commences with management's evaluation on whether there is an indication of impairment loss. As part of such evaluation management considers financial information liquidity and solvency position of subsidiaries associates and joint venture. iii. Assessed the adequacy of internal controls evaluated the design and tested the operating effectiveness of such controls for initial recognition subsequent measurement and disclosure of investments as on the reporting date as per applicable regulations.
Management also considers other factors such as assessment of company's operations business performance and modifications if any by the auditors of such subsidiaries associates and joint venture. Based on such evaluation the Company has made impairment provisions against the above investments. iv. Held discussions with management regarding appropriate implementation of policy on impairment.
We focused on this area due to magnitude of the carrying value of investments in subsidiaries associates and joint venture which comprise 18.91% of the total assets as at March 312022 and are subject to annual impairment assessment. v. Obtained and read latest audited financial statements of subsidiaries and associates. Noted key financial attributes.
vi. We evaluated the impairment assessment performed by management.
Income tax
Income tax Our audit procedures included and were not limited to the following:
(Refer Note 2.18 "Taxation" and Note 9 and 10 of the Standalone Financial Statements) i. Assessed the evaluation and assumptions used by the management for the assessment of option under Section 115BAA of the Act.
The Taxation Laws (Amendment) Ordinance 2019 introduced Section 115BAA with effect from April 1 2020 which provided that a domestic company shall at its option pay tax at a lower rate of 22 percent subject to certain conditions including that the total income should be computed without claiming any deduction or exemption; ii. Evaluated opinion of tax expert.
Further a clarification from the Central Board of Direct Taxes clarified that the tax credit of Minimum Alternate Tax paid by the Company exercising option under section 115BAA shall not be available consequent to exercising of such option. iii. Evaluated the estimates / assumptions used by the management in determination of future taxable profit in respect of the unused tax credits recognized in the books.
As at March 312022 the Company has not exercised the option under Section 115BAA. iv. Obtained and assessed the management assumptions/judgments and mathematical accuracy for calculating the difference between the book base and tax base.
The Company has unused tax credits (MAT credit) of Rs. 4386.23 thousands. v. Evaluated whether the measurement and recognition of deferred tax assets and liabilities is in line with the applicable Indian Accounting Standards.
The Company has recognized Deferred Tax Assets of Rs. 61051.42 thousands in accordance with Ind AS 12 - Income Taxes. Recognition of the deferred tax asset involves management judgment and estimates to determine whether there is a reasonable certainty to utilise the deferred tax assets. vi. Reviewed the disclosure made by the Company in the financial statements in this regard.
Significant judgment and estimates are involved in assessing the recognition/recoverability of the unused tax credits as well as the tax rates to be applied for recognition of deferred tax assets and liabilities as at the balance sheet date.
Accordingly the same is considered as a key audit matter.

Information Other than the Standalone Financial Statements andAuditor's Report thereon

The Company's Board of Director is responsible for the preparation ofthe other information. The other information comprises of the information included in theAnnual Report but does not include the Standalone Financial Statements and our Auditors'Report thereon.

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

In connection with our audit of the Standalone Financial Statementsour responsibility is to read the other information identified above and in doing soconsider whether the other information is materially inconsistent with the StandaloneFinancial Statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.

If based on the work we have performed on the Other Information thatwe obtained prior to the date of this Auditors' Report we conclude that there is amaterial misstatement of this Other Information we are required to report that fact. Wehave nothing to report in this regard.

When we read the Directors' Report including annexures in AnnualReport if any thereon if we conclude that there is a material misstatement therein weare required to communicate the matter to Those Charged with Governance.

Responsibilities of Management for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters statedin Section 134(5) of the Act with respect to the preparation of these Standalone FinancialStatements that give a true and fair view of the financial position financial performanceincluding other comprehensive income/(loss) changes in equity and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under section 133 of the Actread with the Companies (Indian Accounting Standards) Rules 2015 as amended.

This responsibility also includes maintenance of adequate accountingrecords in accordance with the provision of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of the appropriate accounting policies; making judgements and estimates thatare reasonable and prudent; and design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Standalone Financial Statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

In preparing the Standalone Financial Statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibility for the Audit of the Standalone FinancialStatements

Our objectives are to obtain reasonable assurance about whether theStandalone Financial Statements as a whole are free from material misstatement whetherdue 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 auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these Standalone Financial Statements.

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

• Identify and assess the risks of material misstatement of theStandalone Financial Statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Act we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the Standalone Financial Statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of theStandalone Financial Statements including the disclosures and whether the StandaloneFinancial Statements represent the underlying transactions and events in a manner thatachieves fair presentation.

Materiality is the magnitude of misstatements in the StandaloneFinancial Statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the Standalone FinancialStatements may be influenced. We consider quantitative materiality and qualitative factorsin (i) planning the scope of our audit work and in evaluating the results of our work; and(ii) to evaluate the effect of any identified misstatements in the Standalone FinancialStatements.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the StandaloneFinancial Statements for the financial year ended March 312022 and are therefore the keyaudit matter. We describe these matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when in extremely rare circumstances wedetermine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interestbenefits 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 thematters specified in paragraphs 3 and 4 of the Order.

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

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

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

c) The Balance Sheet Statement of Profit and Loss including OtherComprehensive Income Statement of Changes in Equity and the Statement of Cash Flow dealtwith by this report are in agreement with the books of account;

d) In our opinion the aforesaid Standalone Financial Statements complywith the Indian Accounting Standards specified under section 133 of the Act read withCompanies (Indian Accounting Standards) Rules 2015 as amended;

e) On the basis of written representations received from the directorsas on March 31 2022 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2022 from being appointed as a director in terms of section164(2) of the Act;

f) With respect to the adequacy of the internal financial controls withreference to the Financial Statements and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's internal financialcontrols with reference to financial statements;

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

In our opinion and to the best of our information and according to theexplanations given to us the remuneration paid by the Company to its directors during theyear is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor'sReport in accordance with Rules 11 of the Companies (Audit and Auditors) Rules 2014 asamended in our opinion and to the best of our information and according to theexplanations given to us and as represented by the management:

i) The Company has disclosed the impact of pending litigations on itsfinancial position in its Standalone Financial Statements as referred to in Note 29 to theStandalone Financial Statements;

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

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

iv) (a) Management has represented to us that to the best of it'sknowledge and belief other than as disclosed in the notes to the accounts no funds (whichare material either individually or in aggregate) have been advanced or loaned or invested(either from borrowed funds or share premium or any other sources or kind of funds) by theCompany to or in any other persons or entities including foreign entities("Intermediaries") with the understanding whether recorded in writing orotherwise that the Intermediary shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theCompany ("Ultimate Beneficiaries") or provide any guarantee security or thelike on behalf of the Ultimate Beneficiaries;

(b) Management has represented to us that to the best of it'sknowledge and belief other than as disclosed in the notes to the accounts no funds (whichare material either individually or in aggregate) have been received by the Company fromany person(s) or entity(ies) including foreign entities ("Funding Parties")with the understanding whether recorded in writing or otherwise that the Company shallwhether directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever by or on behalf of the Funding Party ("UltimateBeneficiaries") or provide any guarantee security or the like on behalf of theUltimate Beneficiaries

(c) Based on our audit procedure conducted that are consideredreasonable and appropriate in the circumstances nothing has come to our attention thatcause us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e)as provided under (a) and (b) above contain any material misstatement.

v) The Company has not declared or paid any dividend during the currentyear.

For Chaturvedi & Shah LLP
Chartered Accountants
Firm Registration no. 101720W/W100355
Vitesh D. Gandhi
Partner
Membership No.: 110248
UDIN: 22110248AJVFQV2107
Place: Mumbai
Date: May 28 2022

"ANNEXURE A" TO THE INDEPENDENT AUDITORS' REPORT OF EVEN DATEON THE STANDALONE FINANCIAL STATEMENTS OF INDUSTRIAL INVESTMENT TRUST LIMITED

(Referred to in Paragraph 1 under the heading of "Report on OtherLegal and Regulatory Requirements" of our report of even date)

i) In respect of its Property Plant and Equipment and IntangibleAssets:

a) (A) The Company has maintained proper records showing fullparticulars including quantitative details and situation of Property Plant and Equipmentand relevant details of right-of-use assets on the basis of available information.

(B) The Company does not have Intangible Assets therefore reportingunder this clause is not applicable.

b) As explained to us Property Plant & Equipment and right-of-use assets have been physically verified by the management in a phased periodical mannerwhich in our opinion is reasonable having regard to the size of the Company and nature ofits assets. According to the information and explanations given to us no materialdiscrepancies were noticed on such physical verification.

c) According to the information and explanations given to us and therecords examined by us tittle deeds in respect of immovable properties disclosed asProperty Plant & Equipment (other than properties where the Company is the lessee andthe lease agreements are duly executed in favour of the lessee) in the standalonefinancial statements are in the name of the Company as at the balance sheet date.

d) According to information and explanations given to us and books ofaccounts and records examined by us Company has not revalued its Property Plant andEquipment (including Right of Use assets) during the year. The Company does not haveIntangible Assets during the year.

e) According to information & explanations and representation givento us by the management no proceedings have been initiated or are pending against theCompany for holding any benami property under the Benami Transactions (Prohibition) Act1988 (as amended in 2016) and rules made thereunder.

ii) a) As the company do not have any Inventory during the year.

Therefore the provisions of clause 3(ii)(a) of the Order are notapplicable to the company.

b) According to the information and explanations given to us at anypoint of time of the year the Company has not been sanctioned working capital limits inexcess of Rs. 5 crore in aggregate at any points of time during the year from banks orfinancial institutions on the basis of security of current assets and hence reportingunder clause 3(ii)(b) of the Order is not applicable.

iii) With respect to investments made in or any guarantee or securityprovided or any loans or advances in the nature of loans secured or unsecured grantedduring the year by the Company to companies firms Limited Liability Partnerships or anyother parties:

a) According to the information and explanations given to us and basedon the audit procedures performed by us we are of the opinion that since the principalbusiness of the Company is to give loans the requirement to report on clause 3(iii)(a) ofthe Order is not applicable to the Company.

b) According to the information and explanation given to us and basedon the audit procedures performed by us we are of the opinion that the investments madeduring the year are prima facie not prejudicial to the interest of the Company. TheCompany has not provided any guarantee or security or granted loans or any advances in thenature of loans during the year.

c) According to the information and explanation given to us and basedon the audit procedures performed by us in respect of the loans the schedule ofrepayment of principal and payment of interest has been stipulated. Note 2.11 to theStandalone Financial Statements explains the Company's accounting policy relating toimpairment of financial assets which include loans assets. In accordance with that policyloan assets with balances as at March 312022 aggregating Rs.440546.42 thousand werecategorised as Non Performing Assets. Disclosures in respect of such loans have beenprovided in Note 6 to the Standalone Financial Statements.

d) According to the information and explanation given to us and basedon the audit procedures performed by us in respect of the loan total amount overdue formore than ninety days as at year end is Rs.440546.42 thousand. Reasonable steps are beentaken by the Company for recovery of the principal and interest as stated in theapplicable Regulations and Loan agreements.

e) According to the information and explanations given to us and basedon the audit procedures performed by us we are of the opinion that since the principalbusiness of the Company is to give loans the requirement to report on clause 3(iii)(e) ofthe Order is not applicable to the Company.

f) In our opinion and according to the information and explanationgiven to us Company has not granted any loans or advances in the nature of loans eitherrepayable on demand or without specifying any terms or period of repayment to companiesfirms Limited Liability Partnerships or any other parties. Accordingly the requirementto report on clause 3(iii)(f) of the Order is not applicable to the Company.

iv) In our opinion and according to the information and explanationsgiven to us the Company has not directly or indirectly advanced loan to the person orgiven guarantees or securities in connection with the loan taken by persons covered underSection 185 of the Act and the Company has not made investments through more than twolayers of investment companies in accordance with the provisions of section 186 of theAct. Therefore clause 3(iv) of the Order is not applicable to the Company.

v) According to the information and explanations given to us theCompany has not accepted any deposits or amounts which are deemed to be deposits withinthe meaning of provisions of sections

73 to 76 or any other relevant provisions of the Act and the rulesframed there under. Therefore the clause 3 (v) of the Order is not applicable to theCompany.

vi) To the best of our knowledge and explanations given to us theCentral Government has not prescribed the maintenance of cost records under sub section(1) of Section 148 of the Act in respect of the activities undertaken by the Company.

vii) In respect of Statutory dues :

a) According to the records of the Company examined by us undisputedstatutory dues including Goods and Service tax provident fund employees' stateinsurance income tax duty of customs cess and any other material statutory dues havebeen generally regularly deposited with appropriate authorities. According to theinformation and explanations given to us there were no undisputed amounts payable inrespect of the aforesaid dues which were outstanding as March 31 2022 for a period ofmore than six months from the date they became payable.

b) According to the information and explanations given to us there areno statutory dues referred to in sub-clause (a) which have not been deposited with theappropriate authority on account of any dispute.

viii) According to the information and explanations given to us andrepresentation given to us by the management there were no transactions relating topreviously unrecorded income that were surrendered or disclosed as income in the taxassessments under the Income Tax Act 1961 (43 of 1961) during the year.

ix) I n our opinion and according to the information and explanationgiven to us the Company does not have any borrowings from banks financial institutions orother lenders hence Clause 3(ix) of the Order is not applicable to the Company.

x) a) The Company has not raised money by way of initial public offeror further public offer (including debt instruments). Hence reporting under Clause 3(x)(a)of the Order is not applicable to the company.

b) According to the information and explanations given to us and basedon our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Hence reporting under Clause 3(x)(b) of the Order is notapplicable to the company.

xi) a) Based on the audit procedures performed for the purpose ofreporting the true and fair view of the Standalone Financial Statements and as perinformation and explanations given to us no fraud by the Company or on the Company hasbeen noticed or reported during the year.

b) No report under sub-section 12 of section 143 of the Act has beensubmitted filed by us or secretarial auditor in Form ADT-4 as prescribed under Rule 13 ofCompanies (Audit and Auditors) Rules 2014 with the Central Government during the yearand upto the date of this audit report.

c) As represented to us by the management there are no whistle blowercomplaints received by the Company during the year and accordingly provisions of clause3(xi)(c) of the order are not applicable.

xii) In our opinion company is not a nidhi company. Therefore theprovisions of clause 3(xii) of the Order are not applicable to the company.

xiii) In our opinion and according to the information and explanationsgiven to us all transactions with related parties are in compliance with sections 177 and188 of the Act and their details have been disclosed in the Standalone FinancialStatements etc. as required by the applicable accounting standards.

xiv) a) In our opinion and according to the information andexplanations given to us the company has an internal audit system commensurate with thesize and nature of its business.

b) We have considered the internal audit reports of the company issuedtill date for the period under audit.

xv) According to the information and explanations provided by themanagement the Company has not entered into any non-cash transaction with directors orpersons connected with him as referred to in Section 192 of Companies Act hence Clause3(xv) of the Order is not applicable to the Company.

xvi) a) To the best of our knowledge and as explained the company isrequired to be registered under section 45-IA of the Reserve Bank of India Act 1934 andit has obtained the registration.

b) According to the information and explanations given to us and basedon our examination of the records of the Company the Company is having valid Certificateof Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act1934.

c) The Company is not a Core Investment Company (CIC) as defined in theregulations made by the Reserve Bank of India. Accordingly provisions of clause 3(xvi)(c)of the Order are not applicable

d) As represented by the management which we have relied upon the IITLGroup (‘Group') does not have any Core Investment Company (CIC) as part of the Groupas per the definition of Group contained in the Core Investment Companies (Reserve Bank)Directions 2016 hence reporting under clause (xvi)(d) of the order is not applicable.

xvii) In our opinion and according to the information and explanationsprovided to us Company has incurred cash losses in the financial year amounting to Rs.977989 thousands but has not incurred any cash losses in the immediately precedingfinancial year.

xviii) There has been no resignation of the statutory auditors duringthe year. Therefore provisions of clause 3(xviii) of the Order are not applicable to theCompany.

xix) According to the information and explanations given to us and onthe basis of the financial ratios ageing and expected dates of realization of financialassets and payment of financial liabilities other information accompanying the StandaloneFinancial Statements our knowledge of the Board of Directors and management plans andbased on our examination of the evidence supporting the assumptions nothing has come toour attention which causes us to believe that any material uncertainty exists as on thedate of the audit report that Company is not capable of meeting its liabilities existingat the date of balance sheet as and when they fall due within a period of one year fromthe balance sheet date. We however state that this is not an assurance as to the futureviability of the Company. We further state that our reporting is based on the facts up tothe date of the audit report and we neither give any guarantee nor any assurance that allliabilities falling due within a period of one year from the balance sheet date will getdischarged by the Company as and when they fall due.

xx) In our opinion and according to the information and explanationsprovided to us CSR under section 135 is not applicable to the company. Thereforeprovisions of clause (xx) of Paragraph 3 of the Order are not applicable to the Company.

For Chaturvedi & Shah LLP
Chartered Accountants
Firm Registration no. 101720W/W100355
Vitesh D. Gandhi
Partner
Membership No.: 110248
UDIN: 22110248AJVFQV2107
Place: Mumbai
Date: May 28 2022

"ANNEXURE B" TO THE INDEPENDENT AUDITORS' REPORT ON THESTANDALONE FINANCIAL STATEMENTS OF INDUSTRIAL INVESTMENT TRUST LIMITED

(Referred to in paragraph 2(f) under the heading "Report on OtherLegal and Regulatory Requirements" of our report of even date.)

Report on the Internal Financial Controls with reference to theaforesaid Standalone Financial Statements under Clause (i) of Sub-section 3 of Section 143of the Companies Act 2013 ("the Act")

We have audited the Internal Financial Control with reference to theStandalone Financial Statements of Industrial Investment Trust Limited ("theCompany") as of March 31 2022 in conjunction with our audit of the StandaloneFinancial Statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control with reference toStandalone Financial Statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls over Financial Reporting ("Guidance Note") issued by theInstitute of Chartered Accountants of India. These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business includingadherence to Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under the Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to Standalone Financial Statement based on our audit. Weconducted our audit in accordance with the Guidance Note and the Standards on Auditing asspecified under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial control both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls with reference to Standalone Financial Statements wasestablished and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system with reference to StandaloneFinancial Statements and their operating effectiveness. Our audit of internal financialcontrols with reference to Standalone Financial Statements included obtaining anunderstanding of internal financial controls with reference to Standalone FinancialStatements assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the Standalone Financial Statements whether due tofraud or error. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the internal financial controlssystem with reference to Standalone Financial statements.

Meaning of Internal Financial Controls with reference to StandaloneFinancial Statements

A company's internal financial control with reference to StandaloneFinancial Statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of Standalone Financial Statementsfor external purposes in accordance with generally accepted accounting principles. Acompany's internal financial control with reference to Standalone Financial Statementsincludes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of Standalone FinancialStatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the Standalone Financial Statements.

Inherent Limitations of Internal Financial Controls with reference toStandalone Financial Statements

Because of the inherent limitations of internal financial controls withreference to Standalone Financial Statements including the possibility of collusion orimproper management override of controls material misstatements due to error or fraud mayoccur and not be detected. Also projections of any evaluation of the internal financialcontrols with reference to Standalone Financial Statements to future periods are subjectto the risk that the internal financial control with reference to Standalone FinancialStatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequateinternal financial controls system with reference to Standalone Financial Statements andsuch internal financial controls with reference to Standalone Financial Statements wereoperating effectively as at March 31 2022 based on the internal control with referenceto Standalone Financial Statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For Chaturvedi & Shah LLP
Chartered Accountants
Firm Registration no. 101720W/W100355
Vitesh D. Gandhi
Partner
Membership No.: 110248
UDIN: 22110248AJVFQV2107
Place: Mumbai
Date: May 28 2022

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