We have audited the attached Balance Sheet of HIND RECTIFIERS LIMITED
 as at 31 st March, 2011, the related Profit and Loss Account and the
 Cash Flow Statement of the Company for the year ended on that date
 annexed thereto. The returns from the branch audited by other Auditor
 are incorporated in the annexed Balance Sheet and the Profit and Loss
 Account. 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.  We conducted our audit
 in accordance with auditing standards generally accepted in India.
 Those Standards require that we plan and perform the audit to obtain
 reasonable assurance about whether the financial statements are free of
 material misstatement. An audit includes examining, on a test basis,
 evidence supporting the amounts and disclosures in the financial
 statements. An audit also includes assessing the accounting principles
 used and significant estimates made by management, as well as
 evaluating the overall financial statement presentation.  We believe
 that our audit provides a reasonable basis for our opinion.
 
 As required by the Companies (Auditors Report) Order, 2003, as amended
 by the Companies (Auditors Report) (Amendment) Order, 2004, issued by
 the Central Government of India in terms of sub-section (4A) of Section
 227 of The Companies Act, 1956 of India (the Act) and on the basis
 of such checks of the books and records of the Company as we considered
 appropriate and according to the information and explanations given to
 us, we give in the Annexure a statement on the matters specified in
 paragraphs 4 and 5 of the said Order.  Further to our aforesaid
 comments and our comments in the Annexure referred to 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 and proper returns adequate for the purposes of our audit
 have been received from the branch not visited by us. The Branch
 Auditors Reports have been forwarded to us and have been appropriately
 dealt with;
 
 (c) The Balance Sheet, the Profit and Loss Account and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account and with the audited returns from the Branch;
 
 (d) In our opinion, the Balance Sheet, the Profit and Loss Account and
 Cash Flow Statement dealt with by this report comply with the
 accounting standards referred to in sub-section (3C) of Section 211 of
 the Companies Act, 1956;
 
 (e) On the basis of the written representations received from the
 Directors of the Company as on March 31, 2011 and taken on record by
 the Board of Directors, we report that none of the Directors are
 disqualified as on March 31, 2011 from being appointed as a Director in
 terms of clause (g) of sub-section (1) of Section 274 of the Companies
 Act, 1956;
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read with the
 Significant Accounting Policies and Notes to Accounts give the
 information required by the Companies Act, 1956, in the manner so
 required and give a true and fair view in conformity with the
 accounting principles generally accepted in India:
 
 (i) in the case of the Balance Sheet, of the state of affairs of
 Company as at 31st March, 2011; 
 
 (ii) in the case of the Profit and Loss Account, of the Profit of the
 Company for the year ended on that date;
 
 and (iii) in the case of Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE TO AUDITORS REPORT
 
 (Referred to in paragraph 3 of the Auditors Report of even date to the
 members of Hind Rectifiers Limited on the financial statements for the
 year ended March 31, 2011)
 
 1.  (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of its fixed
 assets;
 
 (b) As informed the fixed assets have been physically verified by the
 management at reasonable intervals; and discrepancies noticed on such
 verification were not material and the same have been properly dealt
 with in the books of account;
 
 (c) The disposal of fixed assets during the year cannot be regarded as
 substantial and do not affect the going concern assumption;
 
 2.  (a) As explained to us, Inventories (except stock lying with third
 parties, for which confirmations obtained in respect of such inventory)
 have been physically verified during the year by the management;
 
 (b) 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) In our opinion, the Company is maintaining proper records of
 inventory. Discrepancies noticed on physical verification were not
 material, and the same have been properly dealt with in the books of
 account;
 
 3.  According to the information and explanation given to us, the
 Company has neither granted nor taken loans, secured or unsecured from
 parties covered in the register maintained under section 301 of the
 Act. Therefore the provisions of clause 4(iii) of the Order are not
 applicable to the Company;
 
 4.  In our opinion, and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the Company and the nature of its
 business with regard to purchase of inventories and fixed assets and
 for sale of goods & services. We have not come across any major
 weakness in internal control;
 
 5.  (a) To the best of our knowledge and belief, and according to the
 information and explanation given to us, the particulars of contracts
 or arrangements refer to in Section 301 of the Act have been entered in
 the register maintained under that section;
 
 (b) In our opinion and having regard to our comments in paragraph (iv)
 above, and according to the information and explanations given to us,
 transactions made in pursuance of contracts or arrangements entered in
 the register maintained under Section 301 of the Companies Act, 1956
 have been made at reasonable prices;
 
 6.  In our opinion and according to the information and explanations
 given to us, the Company has complied with the provisions of Section
 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance
 of Deposits) Rules, 1975 with regard to the deposits accepted from
 public;
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business;
 
 8.  As explained to us maintenance of cost records has not been
 prescribed by the Central Government under clause (d) of sub-section
 (1) of section 209 of the Act;
 
 9.  (a) According to the records of the Company, the Company is regular
 in depositing undisputed statutory dues including Provident Fund (PF),
 Investor Education & Protection Fund, Employees State Insurance (ESI),
 Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise
 Duty and Cess and other statutory dues with the Appropriate
 Authorities. According to the information and explanation given to us,
 there are no undisputed amounts payable in respect of such statutory
 dues which have remained outstanding as at 31st March, 2011 for a
 period of more than six months from the day they become payable;
 
 (b) The disputed statutory dues aggregating Rs.32.22 lacs, that have
 not been deposited on account of disputed matters pending before
 Appropriate Authorities are as under:
 
 Forum where dispute is pending                 Amount
                                               Rs. in lacs
 
 CEGAT - Central Excise & Gold (Control)           13.78
 
 Appellate Tribunal                       (Net of Deposit of Rs.1.00 lac)
 
 Joint Regional Director, E.S.I. Corporation       14.73
 
 Income Tax before the Appellate Tribunal, Mumbai   3.71
 
                                          (Net of payments and refunds of
                                                   Rs.7.15lacs)
 
 10.  The Company does not have accumulated losses. The Company has not
 incurred cash losses during the financial year covered by our audit and
 in the immediately preceeding financial year;
 
 11.  In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to
 banks;
 
 12.  According to the information and explanations given to us, the
 Company has not granted any loans and advances on the basis of security
 by way of pledge of shares, debentures and other securities;
 
 13.  The provisions of any special statute applicable to Chit Funds,
 Nidhis or Mutual Benefit Funds / Societies are not applicable to the
 Company;
 
 14.  As the Company is not dealing or trading in shares, securities,
 debentures and other investments, the provisions of Clause 4(xiv) of
 the Companies (Auditors Report) Order, 2003 is not applicable to the
 Company;
 
 15.  In our opinion and according to the information and explanations
 given to us, the Company has not given guarantees for loans taken by
 others from banks or financial institutions;
 
 16.  The Company has not taken any term loans during the year;
 
 17.  According to the Cash Flow Statement and other records examined by
 us and on the basis of information and explanations given to us, on and
 overall basis, funds raised on short term basis have, prima facie, not
 been used during the year for Long Term Investment;
 
 18.  The Company has not made any preferential allotment of shares
 during the year;
 
 19.  The Company has not issued any debentures during the year;
 
 20.  The Company has not raised any money by way of public issue during
 the year;
 
 21.  As per the information and explanations given to us, no material
 fraud on or by the Company has been noticed during the year.
 
 
                                                For and on behalf of 
 
                                                    KHANDWALA & SHAH,
 
                                               Chartered Accountants, 
 
                                            (Registration No.105069W)
 
                                                       (UDAY J. SHAH)
 
 Place : Mumbai                                              Partner
 
 Dated : 30th May, 2011                         Membership No.033038