1) We have audited the attached Balance Sheet of Jain Irrigation
 Systems Limited (‘the Company'') as at March 31, 2011, the Profit and
 Loss account and the Cash Flow statement for the year ended on that
 date annexed thereto. These financial statements are the responsibility
 of the Company''s management. Our responsibility is to express an
 opinion on these financial statements based on our audit.
 
 2) We conducted our audit in accordance with 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.
 
 3) As required by the Companies (Auditor''s Report) Order, 2003, (as
 amended) 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 given in the annexure a statement on
 the matters specified in the paragraphs 4 and 5 of the said Order.
 
 4) Further to our comments in the paragraph 3 above, we report that:
 
 i) We have obtained all the information and explanations, which to the
 best of 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 the Company so far as appears from our examination of
 those books;
 
 iii) The balance sheet, the profit and loss account and the cash flow
 statement dealt with by this report are in agreement with the books of
 account;
 
 iv) In our opinion, the balance sheet, the profit and loss account and
 the 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.
 
 v) On the basis of the written representations received from the
 directors, as on March 31, 2011, and taken on record by the Board of
 Directors, we report that none of the directors is 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.
 
 vi) In our opinion and to the best of our information and according to
 the explanations given to us, the said 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;
 
 a) in the case of the balance sheet, of the state of affairs of the
 Company as at March 31, 2011;
 
 b) in the case of the profit and loss account, of the profit for the
 year ended on that date; and
 
 c) in the case of 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 Jain Irrigation Systems 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 fixed
 assets.
 
 (b) As explained to us, some of the fixed assets have been physically
 verified by the management under the phased programme of physical
 verification, which in our opinion, is reasonable having regard to the
 size of the company and the nature of its assets. The frequency of
 verification is reasonable and no material discrepancies have been
 noticed on such physical verification.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 off by the company during the year.
 
 2) (a) The inventory has been physically verified by the management
 during the year. In respect of inventory lying with third parties,
 these have substantially been confirmed by them. In our opinion, the
 frequency of verification is reasonable.
 
 (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) On the basis of our examination of inventory records, in our
 opinion, the Company is maintaining proper records of inventory. The
 discrepancies noticed on physical verification of inventory as compared
 to book records were not material.
 
 3) As informed, the Company has not granted/taken any loans, secured or
 unsecured to companies, firms or other parties covered in the register
 maintained under section 301 of the Companies Act, 1956. Accordingly,
 paragraphs (iii) (b), (c), (d), (f) and (g) of the Companies (Auditors
 Report) Order 2003 (as amended) are not applicable.
 
 4) In our opinion and according to the information and explanations
 given to us, there exists an adequate internal control system
 commensurate with the size of the Company and the nature of its
 business with regard to purchase of inventory, fixed assets and with
 regard to the sale of goods and services. During the course of our
 audit, we have neither come across nor have been informed of any
 continuing failure to correct weakness in internal control system of
 the company.
 
 5) According to the information and explanations given to us, there
 have been no contracts or arrangements referred to in section 301 of
 the Act during the year to be entered in the register required to be
 maintained under that section.  Accordingly commenting on transactions
 made in pursuance of such contracts or arrangements does not arise.
 
 6) The company has not accepted any deposits from the public within the
 meaning of Sections 58A and 58AA of the Act and the rules framed there
 under.
 
 7) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 8) We have broadly reviewed the books of account maintained by the
 company in respect of products where, pursuant to the Rules made by the
 Central Government of India, the maintenance of cost records has been
 prescribed under clause
 
 (d) of sub-section (1) of Section 209 of the Act and we are of the
 opinion that prima facie, the prescribed accounts and records have been
 made and maintained.
 
 9) (a) The Company is generally regular in depositing with appropriate
 authorities undisputed statutory dues including provident fund,
 investor education and protection fund, employees'' state insurance,
 income-tax, sales-tax, wealth- tax, service tax, customs duty, excise
 duty, cess and other material statutory dues applicable to it.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under section 441A of the Companies Act,1956, we
 are not in a position to comment upon the regularity or otherwise of
 the company in depositing the same.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, employees'' state insurance, income-tax,
 wealth-tax, service tax, sales- tax, customs duty, excise duty, cess
 and other undisputed statutory dues were outstanding, at the year end,
 for a period of more than six months from the date they became payable.
 
 (c) According to the information and explanations given to us and the
 records of the Company examined by us, the particulars of dues
 outstanding of, sales tax, service tax and excise duty on account of
 any dispute are as follows:
 
 Name of the statute      Rs. in Million    Forum where dispute is pending
 
 Central Sales Tax and 
 Local Sales Tax              55.87       Departmental Authorities
 
 Service Tax                   2.92       Commissioner – Appeals
 
                             243.51       High Court
 
 Excise Duty                   9.80       Appellate Tribunal
 
                               25.24       Departmental Authorities
 
 According to the information and explanation given to us, there are no
 dues of wealth – tax, income tax, custom duty and cess, which have not
 been deposited on account of any dispute.
 
 10) The Company has no accumulated losses as at 31st March 2011 and it
 has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding 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 a
 financial institution, bank or debenture holders during the year.
 
 12) 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) In our opinion, the Company is not a chit fund or a nidhi / mutual
 benefit fund / society. Therefore, the provisions of clause 4(xiii) of
 the Companies (Auditor''s Report) Order, 2003 (as amended) are not
 applicable to the Company.
 
 14) In our opinion, the company is not dealing in or trading in shares,
 securities, debentures and other investments.  Accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order,
 2003 (as amended) are not applicable to the Company.
 
 15) According to the information and explanations given to us, and the
 representation made by the management, the Company has given guarantee
 for loans taken by its subsidiaries. In our opinion, the terms and
 conditions of the guarantees given by the company, for loans taken by
 others from banks or financial institutions during the year, are not
 prejudicial to the interest of the Company.
 
 16) In our opinion, and according to information and explanations given
 to us, the term loans have been applied for the purpose for which the
 loans were raised.
 
 17) According to the information and explanations given to us and on an
 overall examination of the balance sheet of the Company, there are no
 funds raised on short-term basis have been used for long-term
 investment.
 
 18) According to the information and explanations given to us, the
 company has not made preferential allotment of shares to parties and
 companies covered in the register maintained under section 301 of the
 Act.
 
 19) According to the information and explanations given to us, during
 the period covered by our audit report, the Company has not issued any
 debentures.
 
 20) The Company has not raised any money by public issue during the
 year.
 
 21) During the course of our examination of the books and records of
 the company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither come across any instance of
 fraud on or by the company, noticed or reported during the year, nor
 have we been informed of such case by the management.
 
                                                 For Haribhakti & Co.
 
                                                Chartered Accountants 
  
                                                       FRN No.103523W
 
                                                         Sd/-
 
                                                     Prasad Paranjape
 
                                                              Partner
 Mumbai, 5th August, 2011                         Membership No.47296