Auditor's Certificate on Compliance of Conditions of Corporate Governance as per Clause 49 of the Listing Agreement with the Stock Exchanges.

To

The Members of
Triveni Engineering & Industries Limited

We have examined the compliance of conditions of corporate governance by Triven Engineering & Industries Ltd for the year ended 30th September 2010 as stipulated in Clause 49 the Listing Agreement of the said company with stock exchange(s) in India. The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation on thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statement of the Company.

In our opinion and the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We state that, such compliance is neither an assurance as to the future viability of the Company, nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Place : Noida (U.P.) Date : November 19, 2010

(Sudhir Mallick) Partner Membership No.80051