1.  We have audited the attached Balance Sheet of JAMNA AUTO INDUSTRIES
 LIMITED as at 31 March 2011 and also the Profit & Loss Account annexed
 thereto and the Cash Flow Statement for the year ended on that date.
 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. These Standards require that we plan and
 perform the audit to obtain reasonable assurance 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 (Auditors Report) Order, 2003 as
 amended by the Companies (Auditors'' Report) (Amend.), Order 2004 issued
 by the Government of India in terms of sub-section (4A) of Section 227
 of the Companies Act, 1956, 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 in paragraph 3
 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 the
 books.
 
 c.  The Balance Sheet, Profit & Loss Account and Cash Flow statement
 dealt with by this report are in agreement with the books of accounts.
 
 d.  In our opinion, the Profit & Loss Account and the Balance Sheet and
 Cash Flow Statement of the company comply with the Accounting Standards
 referred to in Sub-section (3C) of Section 211 of the Companies Act,
 1956 to the extent applicable.
 
 e.  On the basis of written representations received from the Directors
 and on the basis of Form DD-A submitted by all the directors to the
 company and taken on record by the Board of Directors, we report that
 none of the directors is disqualified as on 31st March, 2011 from being
 appointed as a director in terms of clause (g) 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 explanation 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.
 
 (i) In the case of the Balance Sheet, of the state of the affairs of
 the company as at 31 March 2011 and;
 
 (ii) In the case of Profit & Loss Account, of the profit of the company
 for the year ended on that date.
 
 (iii) In the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 Annexure Referred to in Paragraph 3 of Our Report of Even Date
 
 TO THE SHAREHOLDERS OF JAMNA AUTO INDUSTRIES LIMITED ON THE ACCOUNTS
 FOR THE YEAR ENDED 31 MARCH 2011
 
 (i) (a) In our opinion, the company has maintained proper record,
 showing full particulars including quantitative details and situation
 of fixed assets.
 
 (b) As certified by the Management, the fixed assets have been
 physically verified by the Management at reasonable intervals. No
 material discrepancies with respect to book records were noticed on
 such verification.
 
 (c) In our opinion and according to explanations given to us, fixed
 assets disposed off during the year were not substantial and as such
 the disposal has not affected the going concern status of the company.
 
 (ii) (a) As explained to us and as certified by the Management,
 physical verification of inventory has been conducted by Management at
 reasonable intervals. In our opinion, the frequency of verification is
 reasonable.
 
 (b) In our opinion, the procedures of physical verification of
 inventory followed by the Management are reasonable and adequate in
 relation to the size of the Company and nature of its business.
 
 (c) On the basis of our examination of the record of inventory, we are
 of the opinion that the company is maintaining proper records of
 inventory.  Discrepancies noticed on verification of inventory as
 compared to book records were not material and these have been properly
 dealt with in the books of account.
 
 (iii) (a) The company has granted unsecured loan to companies covered
 in the register maintained under Section 301 of the Companies Act,
 1956. Number of such parties is one and amount outstanding as on 31
 March 2011 is Nil, maximum amount outstanding during the year is
 Rs.400.00 lacs and
 
 (b) The rate of interest and other terms and conditions of the loan are
 not prima facie prejudicial to the interest of the company.
 
 (c) The loan is repayable on demand. However, as on
 
 31 March 2011 no amount is outstanding. The loan has been squared up.
 
 (d) Since the principal amount and the interest on the loan has been
 repaid during the year, sub-clause (d) is not applicable.
 
 (e) Sub-clauses (e), (f) and (g) are not applicable since the company
 has not taken any loan secured or unsecured from companies covered in
 the register maintained under Section 301 of the Companies Act, 1956.
 
 (iv) In our opinion and according to the information and explanation
 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 inventory and fixed assets and for
 the sale of goods and services. During the course of our audit, no
 major weakness has been noticed in the internal controls.
 
 (v) (a) In our opinion the transactions that need to be entered into
 the register maintained under Section 301 have been so entered.
 
 (b) In our opinion and according to the information and explanation
 given to us the transactions in pursuance of contracts or arrangements
 entered into register maintained under Section 301 of the Companies
 Act, 1956 have been made at prices which are reasonable having regard
 to the explanation furnished by the Management regarding necessity of
 meeting the technical specification, quality control requirements and
 delivery schedules. The comparison of the prices of similar transaction
 with other parties and the prevailing market prices is not available
 since the company has not dealt with others in this regard.
 
 (vi) The company has not accepted public deposits, hence the directives
 issued by the Reserve Bank of India and the provisions of Section 58A,
 58AA or any other relevant provisions of the Companies Act, 1956 are
 not applicable.  We are informed that no order has been passed by the
 Company Law Board, or National Company Law Tribunal or Reserve Bank of
 India or any court or any other Tribunal during the year in this
 regard.
 
 (vii) In our opinion, the company has an adequate internal audit system
 commensurate with the size and the nature of its business.
 
 (viii) We have broadly reviewed the books of accounts maintained by the
 company in respect of products where, pursuant to the Rules made by the
 Central Government, the maintenance of cost records have 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 maintained. However we have not, nor we are required, made a
 detailed examination of the records with a view to determining whether
 they are accurate or complete.
 
 (ix) In respect of statutory dues
 
 (a) According to the records of the company, 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 statutory dues have been regularly deposited with the appropriate
 authorities. According to the information and explanations given to us,
 no undisputed amounts payable in respect of the aforesaid dues were
 outstanding as on 31 March 2011 for a period of more than six months
 from the date they became payable.
 
 (b) The disputed statutory dues that have not been deposited on account
 of matters pending in appeal/ adjudication before appropriate
 authorities are as under :
 
 Sl.  Name of 
      Statute    Nature of dues   Forum where dispute is Pending   Amount
 No.                                                               (Rs. in
                                                                    Lacs)
 1  Entry Tax/ 
    Sales Tax    Forging benefit  MP Commercial Tax Appellate      11.78
                                  Board, Bhopal
 
 2  Nikaykar     Payment of 
                 Nikaykar         MP Commercial Tax Appellate       0.65
                                  Board, Bhopal
 
 3  State Sales 
    Tax          Set off the 
                 sales tax 
                 liability 
                 incurred       
                 during           MP Commercial Tax Appellate       0.25
                 the expansion 
                 of the unit      Board,Bhopal
 
 4 Central 
   Excise Act, 
   1944          Excise Duty      High Court, Gwalior               7.47
 
 5 Service Tax   Service Tax on 
                 outward transport 
                 of goods         Customs Excise and Service Tax    2.14
                                  Appellate Board, Delhi
 
 6 Service Tax   Service Tax on 
                 outward transport 
                 of goods         Customs Excise and Service Tax     0.3
                                  Appellate Board, Delhi
 
 7 Service Tax   Service Tax on 
                 outward transport 
                 of goods         Customs Excise and Service Tax    2.29 
                                  Appellate Board, Delhi
 
 8 Service Tax   Service Tax on 
                 outward transport 
                 of goods         Customs Excise and Service Tax    3.54 
                                  Appellate Board, Delhi
 
 9 Central Excise 
    Act, 1944    Cenvat Credit on 
                 goods received 
                 back into         Assistant Commissioner Central   4.05
                 the factory on 
                 the basis of own
                 invoices          Excise, Yamuna Nagar
 
 10 Central Excise 
    Act, 1944    Cenvat Credit 
                 towards Service 
                 Tax on             Assistant Commissioner Central  1.35
                 outward freight.   Excise,Yamuna Nagar
 
 11 Service Tax  Cenvat Credit on 
                 service tax paid
                 to custom          Commissioner(Appeal), Central   2.62
                 house agent for 
                 export of finished 
                 goods               Excise, Delhi
 
 12 Service Tax  Cenvat Credit on 
                 service tax paid on 
                 outward             Commissioner (Appeal),Central  4.13
                 transport of goods  Excise,Delhi
 
 13 Service Tax  Cenvat Credit on 
                 service tax paid on 
                 outward             Customs Excise and Service Tax 4.24
                 transport of goods  Appellate Board,Delhi
 
 14 Service Tax  Cenvat Credit on 
                 service tax paid on 
                 outward             Customs Excise and Service Tax 3.45
                 transport of goods  Appellate Board,Delhi
 
 15 Service Tax  Cenvat Credit on 
                 service tax paid on 
                 outward             Customs Excise and Service Tax 1.12
                 transport of goods  Appellate Board,Delhi
 
                                                    TOTAL          49.42
 
 (x) The accumulated losses of the company are not more than fifty
 percent of its net worth as on 31 March 2011, and the company has not
 incurred cash losses during the fnancial year under consideration.
 
 (xi) Based on our audit procedures and according to the information and
 explanation given to us, we are of the opinion that the company has not
 defaulted in repayment of dues to financial institutions, banks or
 debenture holders.
 
 (xii) Based on our audit procedures and on the information and
 explanations given by the Management, we are of the opinion that since
 the company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities,
 it is not required to maintain records in respect thereof.
 
 (xiii) The company is not a chit fund/nidhi/mutual benefit fund/
 society to which the provisions of special statue relating to chit fund
 are applicable. Accordingly provision of sub clause (xiii) of the Order 
 is not applicable.
 
 (xiv) According to the information and explanations given and is
 capital of subsidiary LLP by Management, the company is not dealing or
 trading in shares, securities, debentures and other investments. The
 company has made investments in unquoted shares of companies for which
 proper records have been kept by the company. All the investments are
 in the name of the company.
 
 (xv) Based on our examination of the records and as explained by the
 Management, we are of the opinion that the company has not given any
 guarantee for loans taken by others from banks or financial
 institutions.
 
 (xvi) In our opinion, the term loans have been applied for the purposes
 for which they were obtained.
 
 (xvii) Based on our examination of the Balance Sheet and Cash Flows
 Statement of the company as at 31 March 2011, and information and
 explanations given to us, we report that funds raised on a short-term
 basis have not been used for long-term investment.
 
 (xviii) The company has only issued,121572 equity shares to its
 employees under Employees Stock Option and no other preferential
 allotment has been made to the parties
 
 and companies covered in the Register maintained under section 301 of
 the Companies Act, 1956. The price at which 121572 equity shares were
 issued to the employees under Employees Stock Option is not prima facie
 prejudicial to the interest of the company.
 
 (xix) The company has made preferential allotment of shares to a
 company covered in the register maintained under Section 301 of the
 Companies Act, 1956 during the year. In our opinion and according to
 the information and explanation given to us, the price at which such
 shares have been issued is not prejudicial to the interest of the
 company.
 
 (xx) During the period covered by our Audit report, the company has not
 issued any debentures requiring report under this clause.
 
 (xxi) During the year ended 31 March 2011, the company has not raised
 money by way of public issue. Accordingly paragraph 4(xx) of the Order
 is not applicable.
 
 (xxii) Based on the audit procedures performed and information and
 explanations given by the Management, we report that no fraud on or by
 the company has been noticed or reported during the year.
 
 
 For A. S. G. & Associates   Goel Garg & Co.    A. K. Kalia & Assocaites
 Chartered Accountants       Chartered 
                             Accountants        Chartered Accountants 
 
 FR No- 000389N              FR No - 000397N    FR No - 006949N
 
 Amar Jeet Singh             S. C. Garg Anil    K. Kalia
 Partner                     Partner            Proprietor
 M No - 089285                M No - 13370      M No - 085672
 
 Place : New Delhi 
 Date : 11 July 2011