1 We have audited the attached Balance Sheet of Jamna Auto Industries
 Limited (''the Company'') as at 31 March 2012 and also the Statement
 of Profit and Loss and the Cash Flow Statement (collectively referred
 to as ''financial statements'') of the Company 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 (''the
 Order''), issued by the Central Government of India in terms of
 sub-section (4A) of Section 227 of the Companies Act, 1956 (''the
 Act''), we enclose in the Annexure, a statement on the matters
 specified in paragraphs 4 and 5 of the said Order.
 
 4 Further to our comments in the Annexure referred to 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 Statement of Profit and Loss
 
 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 Statement of Profit and
 Loss 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 Act, to the extent applicable;
 
 (v) on the basis of written representations received from the Directors
 of the Company as on 31 March 2012, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31 March 2012 from being appointed as a director in terms of clause (g)
 of sub-section (1) of Section 274 of the Act; and
 
 (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 Act, 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 31 March 2012;
 
 (b) in the case of the Statement of Profit and Loss, of the profit of
 the Company for the year ended on that date; and
 
 (c) in the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 TO THE MEMBERS OF JAMNA AUTO INDUSTRIES LIMITED ON THE ACCOUNTS FOR THE
 YEAR ENDED 31 MARCH 2012
 
 (i) (a) The Company has maintained proper records
 
 showing full particulars, including quantitative details and situation
 of fixed assets.
 
 (b) According to the information and explanations given to us, the
 Company has a regular programme of physical verification of its fixed
 assets by which all fixed assets are physically verified by the
 management in a phased manner over a period of three years. In
 accordance with such phased programme, certain categories of fixed
 assets at certain locations have been physically verified by the
 management during the year. In our opinion, the frequency of physical
 verification is reasonable having regard to the size of the Company and
 nature of its fixed assets. As informed to us, discrepancies noticed on
 such verification were not material and have been properly dealt with
 in the books of account.
 
 (c) Fixed assets disposed off during the year were not substantial and,
 therefore, do not affect the going concern assumption.
 
 (ii) (a) According to the information and explanations given
 
 to us, the Company has a designed programme of physical verification of
 inventories, except stocks lying with third parties, wherein each item
 of inventory, lying at different manufacturing facilities have been
 physically verified at least once in a year, at various points of time.
 In our opinion, the frequency of such verification is reasonable. In
 respect of stocks lying with third parties at the year end, written
 confirmations have been obtained.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures for 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) The Company is maintaining proper records of inventory. As informed
 to us, the discrepancies noticed on physical verification of
 inventories as compared to the book records were not material and have
 been properly dealt with in the books of account.
 
 (iii) According to the information and explanations given to us, the
 Company has neither granted nor taken any loans, secured or unsecured,
 to or from companies, firms or other parties covered in the register
 maintained under section 301 of the Companies Act, 1956. Accordingly,
 paras 4 (iii) (b) to (g) of the Order are not applicable.
 
 (iv) In our opinion and according to the information and explanations
 given to us, and having regard to the explanation that certain goods
 sold and some services rendered are for the specialised requirements of
 the buyers and suitable alternative sources are not available to obtain
 comparable quotations, there is an adequate internal control system
 with the size of the Company and the nature of its business with regard
 to purchase of inventories and fixed assets and with regard to the sale
 of goods and services. In our opinion and according to the information
 and explanations given to us, we have not observed any major weaknesses
 in the internal control system during the course of our audit.
 
 (v) (a) In our opinion, and according to the information and
 
 explanations given to us, the particulars of contracts or arrangements
 referred to in section 301 of the Companies Act, 1956 have been entered
 in the register required to be maintained under that section.
 
 (b) In our opinion, and according to the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements entered in the register maintained under section 301 of
 the Companies Act, 1956, and exceeding Rs5 lacs with any party during
 the year, have been made at prices which are reasonable having regard
 to prevailing market prices at the relevant time, except for purchases
 of fixed assets which are for the Company''s specialised requirements
 and similarly for sale of certain goods for the specialised
 requirements of the buyers and for which suitable alternative sources
 are not available to obtain comparable quotations. However, on the
 basis of information and explanations provided, the same appear
 reasonable.
 
 (vi) The Company has not accepted any deposits from the public during
 the year.
 
 (vii) In our opinion and according to the information and explanations
 given to us, the Company has an internal audit system commensurate with
 the size and nature of its business.
 
 (viii) 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, the maintenance of cost records has been prescribed
 under section 209(1)(d) of the Companies Act, 1956 and are of the
 opinion that, prima facie, the prescribed accounts and records have
 been made and maintained.  However, we have not made a detailed
 examination of such records with a view to determine whether they are
 accurate or complete.
 
 (ix) (a) According to the information and explanations
 
 given to us and on the basis of our examination of the records of the
 Company, amounts deducted/ accrued in the books of account in respect
 of 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 and other
 material statutory dues have generally been regularly deposited with
 appropriate authorities though there have been some delays in few
 cases.
 
 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,
 Sales tax, Wealth tax, Service tax, Customs duty, Excise duty and other
 material statutory dues were in arrears as at 31 March 2012 for a
 period of more than six months from the date they became payable.
 
 (b) According to the information and explanation given to us, and on
 the basis of the records of the Company examined by us, there are no
 dues of Income-tax, Wealth-tax, Service tax, Sales-tax, Customs duty
 and Excise duty which have not been deposited with the appropriate
 authorities on account of any dispute, except as mentioned in appendix.
 
 (x) The Company does not have any accumulated losses at the end of the
 financial year and has not incurred cash losses in the financial year
 and in the immediately preceding financial year.
 
 (xi) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to its
 bankers or to any financial institutions except in respect of dues
 aggregating Rs4,589.75 lakhs to banks and a financial institution for
 delays ranging upto 67 days. However, there are no overdue amounts
 outstanding to banks and financial institutions as at the year end.
 
 (xii) 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.
 
 (xiii) According to the information and explanations given to us, the
 Company is not a chit fund or a nidhi/ mutual benefit fund/ society.
 
 (xiv) According to the information and explanations given to us, the
 Company is not dealing or trading in shares, securities, debentures and
 other investments.
 
 (xv) In our opinion and according to the information and explanations
 given to us, the terms and conditions on which the Company has given
 guarantees for loans taken by others from banks or financial
 institutions are not prejudicial to the interest of the Company.
 
 (xvi) According to the information and explanations given to us, term
 loans have been applied for the purpose for which such loans were
 obtained.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the Balance Sheet of the Company, we are of
 the opinion that the funds raised on short-term basis amounting to
 Rs3,581.17 lakhs have been used for long-term investments.
 
 (xvii) The Company has not made any preferential allotment of shares to
 companies, firms or parties covered in the register maintained under
 Section 301 of the Companies Act, 1956.
 
 (xix) The Company did not have any outstanding debentures during the
 year.
 
 (xx) The Company has not raised any money by public issues during the
 year.
 
 (xxi) Based on the audit procedures performed and according to the
 information and explanations given to us, no fraud on or by the Company
 has been noticed or reported during the year.
 
 For B S R & Co.          Zubin Shekary
 
 Chartered Accountants    Partner
 
 Firm registration 
 number: 101248W          Membership No.: 048814
 
 Place : Bangalore
 
 Date : 7 June 2012