1. We have audited the attached Balance Sheet of Jyoti Limited , as at
 31st march, 2011, the Profit and Loss Account of the company for the
 year ended on that date and also 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 statement are free of material misstatements. An audit
 includes examining, on a test basis, evidence supporting the amount and
 disclosures in the financial statements. An audit also include
 assessing the according principles used and significant estimates made
 by the 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 (Auditor's Report) (Amendent) Order, 2004
 (together the 'Order'), issued by the central Government of India in
 terms of section 227(4A) of the companies Act, 1956, we give 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 :
 
 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 accounts as required by law have
 been kept by the company so far as appears from our examination of those
 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 Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt with by this report comply with the Accounting
 Standards referred to in Section 221 (3C) of the Companies Act, 1956,
 to the extent applicable.
 
 e) On the basis of written representation received from the directors
 of the company as at 31st March, 2011 and taken on record by the Board
 of the company, We report that none of the directors is disqualified as
 at 31st March, 2011 from being appointed as 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 explanation given to us, the said accounts, read together with the
 notes thereon, 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 the
 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 the Cash Flow Statement, of the Cash Flows for the
 year ended on that date.
 
 Annexure
 
 On the basis of such checks as we considered appropriate and in terms
 of the information and explanation given to us, we state that:-
 
 (i) (a) The company has maintained proper records showing full
 particulars, including quantitative details and situation of Fixed
 Assets.
 
 (b) Fixed Assets have been physically verified by the management during
 the year as per the phased programme of physical verification of fixed
 assets. As informed to us, the programme is such that all the fixed
 assets will get physically verified in three years time. In our opinion
 the same is reasonable having regard to the size of the company and the
 nature of its fixed assets. No material discrepancies were noticed on
 such verification.
 
 (c) No substantial part of fixed assets has been disposed off during
 the ywar.
 
 (ii) (a) The inventory (except those lying with contractor and at site)
 has been physically verified during the year by the management at
 reasonable intervals.
 
 (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) The company is maintaining proper records of inventory. No material
 discrepancies have been noticed on physical verification of stocks.
 
 (iii) (a) According to the information and explanation given to us, the
 company has not granted any lones, secured or unsecured to companies,
 firms or other parties covered in the register maintained under section
 301 of the companies Act, 1956. Hence provision of sub clauses 4 (iii)
 (b), (c) & (d) are not applicable to the company.
 
 (b) According to the information and explanation given to us, the
 company has taken any lones, secured  or unsecured to companies,
 firms or other parties covered in the register maintained under section
 301 of the companies Act, 1956. Hence provision of sub clauses 4 (iii)
 (f), & (g) are not applicable to the company.          
 
 (iv) In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the company and the nature of its business, for the
 purchase of inventory, fixed assets and for the sale of goods and
 services and there is no continuing failure to correct major weaknesses
 in internal control system.
 
 (v) (a) The particulars of contracts or arrangements referred to in
 section 301 of the companies Act, 1956 have been so 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 such contracts or
 arrangements have been made at price which are reasonable having regard
 to the prevailing market prices at the relevant time.
 
 (vi) In our opinion and as per information and explanations given to
 us, the directives issued by the reserve bank of India and the
 provision of section 58A and 58AA or any other relevant provisions of
 the companies Act, 1956 and the rules framed thereunder, where
 applicable have been duly complied by the company.
 
 (vii) In our opinion the company has an internal audit system. However,
 there is a scope for increasing the coverage so as to be commensurate
 with its size and nature of its business.
 
 (viii) We have broadly reviewed the books of account and records
 maintained by the company relating to manufacture of Electric Motors &
 Generators and power driven pumps, pursuant to the order made by the
 Central Government for the maintenance of cost records under clause (d)
 of sub-section (1) of Section 209 of the Companies Act, 1956 and are of
 the opinion that prima facie the prescribed accounts and records have
 been made and maintained. We have, however, not made a detailed
 examination of the records with a view of determining whether they are
 accurate or complete. To the best of our knowledge and according to
 information and explanations given to us, the Central Government has
 not prescribed the maintenance of cost records for any other product of
 the Company.
 
 (ix) (a) According to the records of the Company, it is generally
 regular in depositing with appropriate authorities, undisputed
 statutory dues including Provident Fund, investor Education and
 Protection Fund, Employee' State Insurance, Income tax, Sales tax,
 Service tax, Wealth tax, Custom Duty, Excise Duty, Cess and any other
 statutory dues applicable to it. We are informed that there are no
 undisputed statutory dues as at the year end, outstanding for a period
 of more than six months from the date they became payable.
 
 (b) According to the records of the Company the following dues of Sales
 tax, Income tax, Custom Duty, Wealth tax, Service tax, Excise Duty,
 Cess have been deposited as under.
 
 (Rs Lakhs)
 
 Sr. Name of the Statute  Total Demand  Period   Forum where dispute 
                                                 is pending
 no  & Nature of Dues     (Rs Lakhs)
 
 1   Income Tax Act, 1961      * 87.38  1989-90  Commissioner of Income
     (Income Tax )                               Tax (Appeals)_
 
 2   Income Tax Act, 1961      * 11.31  1994-95  Commissioner of Income
     (Income Tax )                               Tax (Appeals)
 
 3   Income Tax Act, 1961      * 12.53  1995-96  Commissioner of Income
     (Income Tax )                               Tax (Appeals)
 
 4   Income Tax Act, 1961      * 20.00  1996-97  Income Tax Appellate 
                                                 Tribunal
     (Income Tax )
 
 5   Income Tax Act, 1961      * 22.18  2000-01  Income Tax Appellate 
                                                 Tribunal
     (Income Tax )
 
 6   Wealth Tax Act, 1957       * 1.20  1992-93  Income Tax Appellate 
                                                 Tribunal
     (Wealth Tax)
 
 7   Wealth Tax Act, 1957       * 1.04  1993-94  Income Tax Appellate
                                                 Tribunal
     (Wealth Tax)_
 
 8   Wealth Tax Act, 1957       * 0.19  1994-95  Income Tax Appellate
                                                 Tribunal
     (Wealth Tax)_
 
 9   The Finance Act, 1994        9.16  April,08 
                                          To     Additional Commissioner
                                                 of Central
     (Service Tax )                     March,10 Excise & Customs & 
                                                 Service Tax.
  
                                  3.09  April,05 
                                          To     Assistant Commissioner
                                                 of Central
                                        March,10 Excise & Customs.
 
                                  1.60  Dec,04 
                                          To     Commissioner of Central
                                                 Excise &
                                        Nov,09   Customs (Appeals)
 
 10  Central Sales Tax           31.81  2006-07  Joint Commissioner of
                                                 Commercial
     Act, 1956                                   Taxes (Appeals).
 
     (Central Sales Tax )
 
 * Note :- Amount deposited.  
 
 (x) The Company does not have any accumulated losses as per Balance
 Sheet as at the end of the financial year. The Company has not incurred
 cash losses during the financial year covered by our audit and in the
 immediately preceding financial year.
 
 (xi) The Company has not defaulted in repayment of dues to any
 financial institution, bank or debenture holders.
 
 (xii) 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) The provisions of any Specified Statute applicable to Chit fund
 or a Nidhi / Mutual Benefit Fund / Societies are not applicable to the
 Company under clause 4(xiii) of the said Order.
 
 {xiv) 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 Order are not applicable to the
 Company.
 
 (xv) The Company has not given any guarantee for loans taken by others
 from bank or financial institutions.
 
 (xvi) In our opinion and based on information and explanations given to
 us by the management, the term loans have been applied for the purpose
 of which they were raised.
 
 (xvii) According to the information and explanations given to us, and
 on an overall examination of Balance Sheet of the Company, we report
 that funds raised on short-term basis have not been used for long-term
 investment.
 
 (xviii) According to the information and explanations given to us, the
 Company has made preferential allotment of Equity Shares to the parties
 and companies covered in the register maintained under Section 301 of
 the Companies Act, 1956, at the price which is not prejudicial to the
 interest of the Company. Refer Note No. 15 of Schedule 18.
 
 (xix) The Company has not issued debentures during the year.
 
 (xx) The Company has not raised any funds through Public issue during
 the year.
 
 (xxi) As per information and explanations given to us, no fraud on or
 by the Company has been noticed or reported during the course of our
 audit.
 
                                                 For V. H. Gandhi & Co.
 
                                                  Chartered Accountants
                                                 Firm Reg. No.: 103047W
 
                                                        Vijay H. Gandhi
 
 Vadodara                                                    Proprietor
 
 30th June, 2011                                            M.No. 35581