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Tube Investments of India Ltd.

BSE: 540762 Sector: Others
NSE: TIINDIA ISIN Code: INE974X01010
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VOLUME 7470
52-Week high 2397.80
52-Week low 1217.80
P/E 84.10
Mkt Cap.(Rs cr) 43,093
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2239.00
CLOSE 2224.60
VOLUME 7470
52-Week high 2397.80
52-Week low 1217.80
P/E 84.10
Mkt Cap.(Rs cr) 43,093
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tube Investments of India Ltd. (TIINDIA) - Auditors Report

Company auditors report

To the Members of Tube Investments of India Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements ofTube Investments of India Limited ("the Company") which comprise the Balancesheet as at March 31 2022 the Statement of Profit and Loss including the statement ofOther Comprehensive Income the Cash Flow Statement and the Statement of Changes in Equityfor the year then ended and notes to the Standalone Financial Statements including asummary of significant accounting policies and other explanatory information.

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 profit including other comprehensive income its cash flows and the changesin equity 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's Responsibilities for the Audit of the Standalone FinancialStatements' section of our report. We are independent of the Company in accordancewith the ‘Code of Ethics' issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Act and the Rules thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theCode of Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Standalone FinancialStatements.

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 31 2022. 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 Auditor's responsibilities for the audit of the Standalone FinancialStatements section of our report including in relation to these matters. Accordingly ouraudit included the performance of procedures designed to respond to our assessment of therisks of material misstatement of the Standalone Financial Statements. The results of ouraudit procedures including the procedures performed to address the matters below providethe basis for our audit opinion on the accompanying Standalone Financial Statements.

Key audit matters How our audit addressed the key audit matter
Timing of Revenue Recognition (as described in Note 3.11 and Note 19 of the Standalone Financial Statements)
The Company has 3 operating segments namely Mobility Segment Engineering Segment and Metal Formed Products Segment. The type of customers varies across these segments ranging from dealers in Mobility Segment to Original Equipment Manufacturers and their suppliers dealers and Industrial Customers in respect of the Metal Formed Products and Engineering Segments. Our audit procedures included the following:
We understood the Company's order to cash processes including design and implementation of controls which vary based on product segment and customer and tested the operating effectiveness of such controls in relation to revenue recognition.
On a sample basis we tested revenue transactions to contracts with customers purchase orders issued by customers and sales invoices raised by the Company to determine the timing of transfer of control along with pricing terms and the timing of revenue recognition in respect of such contracts.
The Company recognizes revenue from sale of goods at a point in time based on the terms of the contract with customers which may vary case to case. Terms of sales arrangements with various customers within each of the operating segments including Incoterms determine the timing of transfer of control and require judgment in determining timing of revenue recognition. We performed substantive analytical procedures including analyzing revenue transactions near the reporting date and tested whether the timing of revenue was recognized in the appropriate period with reference to shipping records sales invoices etc for sample transactions.
Due to the judgement relating to determination of point of time in satisfaction of performance obligations with respect to sale of products this matter is considered as Key Audit Matter. We read understood and evaluated the Company's accounting policies pertaining to revenue recognition and assessed compliance with the policies in terms of Ind AS 115 - Revenue from Contracts with Customers.
We assessed the disclosures for compliance with applicable accounting standards.

Other Information

The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the Annualreport but does not include the Standalone Financial Statements and our auditor'sreport 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 and in doing so consider whethersuch other information is materially inconsistent with the financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated. If basedon the work we have performed we conclude that there is a material misstatement of thisother information we are required to report that fact. We have nothing to report in thisregard.

Responsibilities of Management for the Standalone Financial Statements

The Company's Board of Directors is responsible for the mattersstated in Section 134(5) of the Act with respect to the preparation of these StandaloneFinancial Statements that give a true and fair view of the financial position financialperformance including other comprehensive income cash flows and changes in equity 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. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; andthe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the Standalone FinancialStatements that give a true and fair view and are free from material misstatement whetherdue 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 Responsibilities for the Audit of the StandaloneFinancial Statements

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 the audit in order to designaudit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of theAct we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management. Conclude on theappropriateness of management's use of the going concern basis of accounting andbased on the audit evidence obtained whether a material uncertainty exists related toevents or conditions that may cast significant doubt on the Company's ability tocontinue as a going concern.

If we conclude that a material uncertainty exists we are required to draw attention inour auditor's report to the related disclosures in the financial statements or ifsuch disclosures are inadequate to modify our opinion. Our conclusions are based on theaudit evidence obtained up to the date of our auditor's report. However futureevents or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation structure and content of the Standalone FinancialStatements including the disclosures and whether the Standalone Financial Statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

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 31 2022 and are therefore the keyaudit matters. We describe these matters in our auditor's report unless law orregulation precludes public disclosure about the matter or when in extremely rarecircumstances we determine that a matter should not be communicated in our report becausethe adverse consequences of doing so would reasonably be expected to outweigh the publicinterest 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 1" 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:

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

(ii) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

(iii) The Balance Sheet the Statement of Profit and Loss including the Statement ofOther Comprehensive Income the Cash Flow Statement and Statement of Changes in Equitydealt with by this Report are in agreement with the books of account;

(iv) In our opinion the aforesaid Standalone Financial Statements comply with theAccounting Standards specified under Section 133 of the Act read with Companies (IndianAccounting Standards) Rules 2015 as amended;

(v) On the basis of the written representations received from the directors as on March31 2022 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2022 from being appointed as a director in terms of Section 164 (2) of theAct;

(vi) With respect to the adequacy of the internal financial controls with reference tothese Standalone Financial Statements and the operating effectiveness of such controlsrefer to our separate Report in "Annexure 2" to this report;

(vii) In our opinion the managerial remuneration for the year ended March 31 2022 hasbeen paid / provided by the Company to its directors in accordance with the provisions ofSection 197 read with Schedule V to the Act;

(viii) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on its financialposition in its Standalone Financial Statements – Refer Note 36a to the StandaloneFinancial Statements;

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

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

iv. a) The management has represented that to the best of its knowledge and beliefother than as disclosed in the notes to the Standalone Financial Statements no funds havebeen advanced or loaned or invested (either from borrowed funds or share premium or anyother sources or kind of funds) by the Company to or in any other persons or entitiesincluding foreign entities ("Intermediaries") with the understanding whetherrecorded in writing or otherwise that the Intermediary shall whether directly orindirectly lend or invest in other persons or entities identified in any manner whatsoeverby or on behalf of the Company ("Ultimate Beneficiaries") or provide anyguarantee security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that to the best of its knowledgeand belief as disclosed in the notes to the Standalone Financial Statements no fundshave been received by the Company from any persons or entities including foreign entities("Funding Parties") with the understanding whether recorded in writing orotherwise that the Company shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Party ("Ultimate Beneficiaries") or provide any guarantee security orthe like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures performed that have been consideredreasonable and appropriate in the circumstances nothing has come to our notice that hascaused us to believe that the representations under sub-clause (a) and (b) contain anymaterial misstatement.

v. The final dividend paid by the Company during the year in respect ofthe same declared for the previous year is in accordance with Section 123 of the Act tothe extent it applies to payment of dividend. The interim dividend declared and paid bythe Company during the year and until the date of this audit report is in accordance withSection 123 of the Act. As stated in Note 18d to the Standalone Financial Statements theBoard of Directors of the Company have proposed final dividend for the year which issubject to the approval of the members at the ensuing Annual General Meeting. The dividenddeclared is in accordance with Section 123 of the Act to the extent it applies todeclaration of dividend.

For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Aravind K
Partner
Membership Number: 221268
UDIN: 22221268AIWFDK3974
Place of Signature: Chennai
Date: May 12 2022

Annexure ‘1' referred to in paragraph under the heading"Report on other legal and regulatory requirements" of our report of even date

Re: Tube Investments of India Limited (‘the Company')

In terms of the information and explanations sought by us and given bythe Company and the books of account and records examined by us in the normal course ofaudit and to the best of our knowledge and belief we state that

(i) (a) (A) The Company has maintained proper records showing full particularsincluding quantitative details and situation of Property Plant and Equipment.

(a) (B) The Company has maintained proper records showing full particulars ofintangibles assets.

(b) All Property plant and equipment have not been physically verified by themanagement during the year but there is a regular programme of verification which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. No material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties (other than properties where theCompany is the lessee and the lease agreements are duly executed in favour of the lessee)are held in the name of the Company. Immovable properties of land and buildings having anet book value of Rs. 70.48 crores as at March 31 2022 whose title deeds have beenpledged in favour of Trustees for the benefit of debenture holders as security for theRedeemable Non-convertible Debentures based on the Trust Deed executed between theTrustees and the Company and those deposited under custody are held in the name of theCompany.

(d) The Company has not revalued its Property Plant and Equipment (including Right ofuse assets) or intangible assets during the year ended March 31 2022.

(e) There are no proceedings initiated or are pending against the Company for holdingany benami property under the Prohibition of Benami Property Transactions Act 1988 andrules made thereunder.

(ii) (a) The inventory has been physically verified by the management during the yearexcept for inventories lying with third parties. In our opinion the frequency ofverification by the management is reasonable and the coverage and procedure for suchverification is appropriate. Discrepancies of 10% or more in aggregate for each class ofinventory were not noticed. Inventories lying with third parties have been confirmed bythem and no discrepancies were noticed in respect of such confirmations.

(b) As disclosed in Note 15a to the financial statements the Company has beensanctioned working capital limits in excess of Rs. five crores in aggregate from banks /financial institutions during the year on the basis of security of current assets of theCompany. The quarterly returns/ statements up to the quarter ended December 31 2021filed by the Company with such banks / financial institutions are in agreement with thebooks of accounts of the Company. The return for the quarter ended March 31 2022 has notbeen filed by the Company till the approval of these Standalone Financial Statements.

(iii) (a) During the year the Company has not provided advances in the nature of loansstood guarantee or provided security to companies firms Limited Liability Partnershipsor any other parties. The Company has provided loan to a subsidiary as follows:

Particulars Amt in Rs. crores
Aggregate amount granted / provided during the year 64.00
Balance outstanding as at balance sheet date 64.00

(b) During the year the investments made and the terms and conditions of the grant ofall loans to companies are not prejudicial to the Company's interest. During theyear the Company has not provided guarantees provided security and granted advances inthe nature of loans to companies firms Limited Liability Partnerships or any otherparties.

(c) The Company has granted loans during the year to a subsidiary where the schedule ofrepayment of principal and payment of interest has been stipulated and the repayment orreceipts are regular. The Company has not granted loans and advances in the nature ofloans to firms Limited Liability Partnerships or any other parties.

(d) There are no amounts of loans granted to companies which are overdue for more thanninety days.

(e) There were no loans granted to companies which had fallen due during the year.

(f) The 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) Loans investments and guarantees in respect of which provisions of Sections 185and 186 of the Companies Act 2013 are applicable have been complied with by the CompanyThere are no securities granted in respect of which provisions of Section 185 and 186 ofthe Companies Act 2013 are applicable and hence not commented upon.

(v) The Company has neither accepted any deposits from the public nor accepted anyamounts which are deemed to be deposits within the meaning of Sections 73 to 76 of theCompanies Act and the rules made thereunder to the extent applicable. Accordingly therequirement to report on clause 3(v) of the Order is not applicable to the Company.

(vi) (vii) We have broadly reviewed the books of account maintained by the Companypursuant to the rules made by the Central Government for the maintenance of cost recordsunder Section 148(1) of the Companies Act 2013 relating to certain products of theCompany to which such rules apply and are of the opinion that prima facie the specifiedaccounts and records have been made and maintained. We have not however made a detailedexamination of the same. (a) Undisputed statutory dues including goods and services taxprovident fund employees' state insurance income-tax duty of custom cess andother statutory dues have generally been regularly deposited with the appropriateauthorities though there has been a slight delay in a few cases. According to theinformation and explanations given to us and based on audit procedures performed by us noundisputed amounts payable in respect of these statutory dues were outstanding at theyear end for a period of more than six months from the date they became payable.

(b) The dues of goods and services tax provident fund employees'state insurance income-tax sales-tax service tax duty of custom duty of excise valueadded tax cess and other statutory dues have not been deposited on account of anydispute are as follows:

Name of the statute Nature of the dues Amount (Rs. in crores) * Period to which the amount relates Forum where the dispute is pending
Finance Act 1994 Service Tax 0.06 Apr to Jun 17 Adjudicating Officer
Central Excise Act 1944 Excise Duty / Interest / Penalty 0.01 1995-96 Commissioner (Appeals)
Customs Excise and Service
Custom Act 1962 Customs Duty 0.14 Aug 15 Tax Appellate Tribunal (CESTAT)
Central Sales Tax 1956 CST 0.18 2013-14 & 2016-17 Tribunal - West Bengal Assessing Officer
Sales Tax VAT 0.81 2016-17 and 2017-18 Joint Commissioner
Income Tax Act 1961 Income Tax 4.36 2005-06 2012-13 2013-14 Commissioner (Appeals)
Income Tax Act 1961 Income Tax 2.08 2015-16 Adjudicating Officer
Employee State Employee State 0.88 2002-03 2003-04 2004-05 2005-06 2008-09 2009-10 1992-92 2000-03 1999-00 1992-93 2011-12 & 2018-19 Various Forums
Insurance Act 1948 Insurance
Employee Provident Employee Provident PF Appellate Tribunal New
Fund & Misc. provisions Act 1952 Fund 0.06 2011-13 Delhi

* Net of amounts paid under protest of Rs. 44.70 crores.

(viii) The Company has not surrendered or disclosed any transaction previouslyunrecorded in the books of account in the tax assessments under the Income Tax Act 1961as income during the year. Accordingly the requirement to report on clause 3(viii) of theOrder is not applicable to the Company.

(ix) (a) The Company has not defaulted in repayment of loans or other borrowings or inthe payment of interest thereon to any lender.

(b) The Company has not been declared wilful defaulter by any bank or financialinstitution or government or any government authority.

(c) The Company did not have any term loans outstanding during the year hence therequirement to report on clause (ix)(c) of the Order is not applicable to the Company.

(d) On an overall examination of the financial statements of the Company no fundsraised on short-term basis have been used for long-term purposes by the Company.

(e) On an overall examination of the financial statements of the Company the Companyhas not taken any funds from any entity or person on account of or to meet the obligationsof its subsidiaries associates or joint ventures.

(f) The Company has not raised loans during the year on the pledge of securities heldin its subsidiaries joint ventures or associate companies. Hence the requirement toreport on clause (ix)(f) of the Order is not applicable to the Company.

(x) (a) The Company has not raised any money during the year by way of initial publicoffer / further public offer (including debt instruments) hence the requirement to reporton clause 3(x)(a) of the Order is not applicable to the Company.

(b) The Company has not made any preferential allotment or private placement of shares/ fully or partially or optionally convertible debentures during the year under audit andhence the requirement to report on clause 3(x)(b) of the Order is not applicable to theCompany.

(xi) (a) No fraud by the Company or no fraud on the Company has been noticed orreported during the year.

(b) During the year no report under Sub-Section (12) of Section 143 of the CompaniesAct 2013 has been filed by cost auditor / secretarial auditor or by us in Form ADT –4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules 2014 with theCentral Government.

(c) As represented to us by the management there are no whistle blower complaintsreceived by the Company during the year.

(xii) The Company is not a nidhi Company as per the provisions of the Companies Act2013. Therefore the requirement to report on clause 3(xii)(a) (b) and (c) of the Orderis not applicable to the Company.

(xiii) Transactions with the related parties are in compliance with Sections 177 and188 of Companies Act 2013 where applicable and the details have been disclosed in thenotes to the financial statements as required by the applicable accounting standards.

(xiv) (a) The Company has an internal audit system commensurate with the size andnature of its business.

(b) The internal audit reports of the Company issued till the date of the audit reportfor the period under audit have been considered by us.

(xv) The Company has not entered into any non-cash transactions with its directors orpersons connected with its directors and hence requirement to report on clause 3(xv) ofthe Order is not applicable to the Company.

(xvi) (a) The provisions of Section 45-IA of the Reserve Bank of India Act 1934 (2 of1934) are not applicable to the Company. Accordingly the requirement to report on clause(xvi)(a) of the Order is not applicable to the Company.

(b) The Company has not conducted any Non- Banking Financial or Housing Financeactivities without obtained a valid Certificate of Registration (CoR) from the ReserveBank of India as per the Reserve Bank of India Act 1934.

(c) The Company is not a Core Investment Company as defined in the regulations made byReserve Bank of India. Accordingly the requirement to report on clause 3(xvi) of theOrder is not applicable to the Company.

(d) The Group has two Registered Core Investment Companies as part of the Group.

(xvii) The Company has not incurred cash losses in the current financial year andimmediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year andaccordingly requirement to report on Clause 3(xviii) of the Order is not applicable to theCompany.

(xix) On the basis of the financial ratios disclosed in Note 44 to the financialstatements ageing and expected dates of realization of financial assets and payment offinancial liabilities other information accompanying the financial statements ourknowledge of the Board of Directors and management plans and based on our examination ofthe evidence supporting the assumptions nothing has come to our attention which causesus to believe that any material uncertainty exists as on the date of the audit report thatCompany is not capable of meeting its liabilities existing at the date of balance sheet asand when they fall due within a period of one year from the balance sheet date.

We however state that this is not an assurance as to the future viability of theCompany. We further state that our reporting is based on the facts up to the date of theaudit report and we neither give any guarantee nor any assurance that all liabilitiesfalling due within a period of one year from the balance sheet date will get dischargedby the Company as and when they fall due.

(xx) (a) In respect of other than ongoing projects there are no unspent amounts thatare required to be transferred to a fund specified in Schedule VII of the Companies Act(the Act) in compliance with second proviso to Sub Section 5 of Section 135 of the Act.This matter has been disclosed in Note 26 to the financial statements.

(b) There are no ongoing projects and hence the requirement to report on clause3(xx)(b) of the Order is not applicable to the Company

For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Aravind K
Partner
Membership Number: 221268
UDIN: 22221268AIWFDK3974
Place of Signature: Chennai
Date: May 12 2022

ANNEXURE 2 TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THESTANDALONE FINANCIAL STATEMENTS OF TUBE INVESTMENTS OF INDIA LIMTED

Report on the Internal Financial Controls under Clause (i) ofSub-Section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls with reference toStandalone Financial Statements of Tube Investments of India 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 over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India("ICAI"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence to theCompany's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to these Standalone Financial Statements basedon our audit. We conducted our audit in accordance with the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting (the "Guidance Note") andthe Standards on Auditing as specified under Section 143(10) of the Act to the extentapplicable to an audit of internal financial controls both issued by ICAI. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to these Standalone Financial Statements was establishedand maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls with reference to these 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 these 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 ofthe risks of material misstatement of the financial statements whether due to fraud orerror.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internalfinancial controls with reference to these Standalone Financial Statements.

Meaning of Internal Financial Controls With Reference to theseStandalone Financial Statements

A company's internal financial controls with reference toStandalone Financial Statements is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accountingprinciples. A company's internal financial controls with reference to StandaloneFinancial Statements includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the 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 adequateinternal financial controls with reference to Standalone Financial Statements and suchinternal financial controls with reference to Standalone Financial Statements wereoperating effectively as at March 31 2022 based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note issued by the ICAI.

For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Aravind K
Partner
Membership Number: 221268
UDIN: 22221268AIWFDK3974
Place of Signature: Chennai
Date: May 12 2022

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