1.  We have audited the attached Balance Sheet of JYOTI STRUCTURES
 LIMITED as at 31st March, 2011 and the related 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
 Companys management. Our responsibility is to express an opinion on
 these financial statements based on our audit.
 
 2.  We have 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 (Auditors 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 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 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:
 
 (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, and proper returns adequate for the purposes of our audit
 have been received from the branches not visited by us;
 
 (iii) The audit reports on the accounts of Companys overseas branch
 offices at Tunisia, Uganda and Bhutan for the year ended on 31st March,
 2011 have been forwarded to the Company by the respective branch
 auditors and those have been considered in preparing our report.
 
 (iv) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 (v) 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 sub-section (3C) of Section 211 of the
 Companies Act, 1956;
 
 (vi) On the basis of written representations received from the
 directors, as at 31st March, 2011, 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
 sub-clause (g) of sub-section (1) of Section 274 of the Companies Act,
 1956;
 
 (vii) As mentioned in note no. 15 of Schedule 22 for the reasons
 mention therein, no provision for diminution in the value of investment
 or any provision for loans or debt outstanding from Jyoti Structures
 Africa (Pty) Ltd. is made. We are unable to comment on the same.
 
 (viii) In our opinion and to the best of our information and according
 to the explanations given to us, the said accounts read together with
 the Significant Accounting Policies and notes thereon and subject to
 para 4 (vii) of this report 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 31st March, 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 the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE TO AUDITORS REPORT
 
 [Referred to in the paragraph 3 of the Auditors Report of even date to
 the members of Jyoti Structures Ltd. (the Company) on the financial
 statements for the year ended 31st March, 2011]
 
 1) a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 b) The fixed assets have been physically verified by the management in
 a phased periodic manner during the year, which in our opinion is
 reasonable having regards to the size of the Company and the nature of
 its assets. No material discrepancies have been noticed on such
 verification.
 
 c) The Company has not disposed off any substantial part of its fixed
 assets during the year.
 
 2) a) The inventories have been physically verified by the management
 at reasonable intervals during the year.
 
 b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 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 the records of inventories and
 according to the information and explanations given to us, we are of
 the opinion that the Company has maintained proper records of
 inventories. The discrepancies noticed on verification between the
 physical stocks and book records were not material in relation to the
 size and operations of the Company.
 
 3) a) As informed to us, the Company has not granted any loans, secured
 or unsecured to companies, firms or other
 
 parties covered in the register maintained under section 301 of the
 Companies Act, 1956. Therefore, the provisions of paragraph 4(iii)(a),
 4(iii)(b), 4(iii)(c) and 4(iii)(d) of the Order are not applicable to
 the Company.
 
 b) The Company has not taken any loans, secured or unsecured from
 companies, firms or other parties covered in the register maintained
 under section 301 of the Companies Act. Therefore, the provisions of
 paragraph 4(iii)(e), 4(iii)(f) and 4(iii)(g) of the order are not
 applicable to the Company.
 
 4) In our opinion and according to information and explanations given
 to us, there is generally adequate internal control system commensurate
 with the size of the Company and the nature of its business for
 purchase of inventories and fixed assets and for sale of goods and
 services. During the course of our audit, we have not observed any
 continuing failure to correct major weaknesses in the internal control
 system.
 
 5) In our opinion and according to information and explanations given
 to us, there are no contracts or arrangements, particulars of which are
 needed to be entered in the register maintained under Section 301 of
 the Companies Act, 1956. Therefore, the provisions of paragraph 4(v)(a)
 and 4(v)(b) of the Order are not applicable to the Company.
 
 6) As per the information and explanations given to us, the Company has
 not accepted any deposits from the public.  Therefore, the directives
 issued by the Reserve Bank of India and the provisions of section 58A
 and 58AA of the Companies Act, 1956 and the rules framed there under
 are not applicable to the Company.
 
 7) In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 8) On the basis of information and explanations given to us, the
 Central Government has not prescribed maintenance of cost accounting
 records under section 209 (1)(d) of the Companies Act, 1956 for the
 products manufactured by the Company.
 
 9) a) The Company is generally regular in depositing undisputed
 statutory dues including Provident Fund, Investor Education and
 Protection Fund, Employees State Insurance, Income Tax, Sales Tax,
 Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other
 Statutory dues with the appropriate authorities. As per the information
 and explanations given to us, there are no undisputed arrears of
 statutory dues as at 31st March 2011, which are outstanding for more
 than six months from the date they became payable.
 
 b) As explained to us and according to the records of the Company, the
 outstanding dues of Income Tax, Sales Tax, Wealth Tax, Service Tax,
 Custom Duty, Excise Duty and Cess on account of any dispute are as
 follows:
 
 Name of the    Nature of   Period to which     Forum where     Rs. in
 Statute          dues     the amount relates   dispute is 
                                                pending        Million
 
 The Sales 
 Tax Act,       Tax and 
               Interest   Various years from    Orissa High 
                                                 Court           1.30
 1959                     1996-97 to 1998-99
                             and 2000-01
 
               Tax and 
              Interest    Various years from     Appellate 
                                                 Authority       1.89
                          2004-05 to 2005-06
 
 The Central 
 Excise       Duty and 
              Penalty          2001-02           Appeal with 
                                                   CESTAT       51.56
 Act, 1944
 
 Finance Act, 
 1994         Service Tax 
                Penalty        2004-05             Asst. 
                                                Commissioner     0.03
                                                (Service Tax)
                                                Central 
                                               Excise-Appeal
 
 10) The Company does not have any 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) According to the information and explanations given to us and based
 on the documents and the books and records examined by us, the Company
 has not defaulted in repayment of dues to any financial institution or
 bank or debenture holders.
 
 12) According to the information and explanations given to us and based
 on records produced before us, the Company has not granted 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/Nidhi/Mutual Benefit
 Fund/Societies. Therefore, the provisions of paragraph 4(xiii) of the
 Order are not applicable to the Company.
 
 14) According to the information and explanations given to us, the
 Company is not dealing or trading in shares, securities, debentures and
 other investments. Therefore, the provisions of paragraph 4(xiv) of the
 Order are not applicable to the Company.
 
 15) According to the information and explanations given to us, the
 Company has given corporate guarantee for loans taken by others from a
 bank. We are of the opinion that the terms and conditions thereof are
 not prima facie prejudicial to the interest of the company.
 
 16) According to the information and explanations given to us and on
 the basis of examination of the relevant records, prima facie, it
 appears that the term loans were applied for the purposes for which
 they were obtained.
 
 17) According to the information and explanations given to us and an
 overall examination of the Balance Sheet and Cash Flow Statement of the
 Company, we report that no funds raised on short-term basis have been
 used for long-term investments.
 
 18) During the year, the Company has not made preferential allotment of
 shares to companies/firms/parties covered in the register maintained
 u/s 301 of the Companies Act, 1956. Therefore, the provisions of the
 paragraph 4(xviii) of the Order are not applicable to the Company.
 
 19) The Company has created securities/charges in respect of secured
 debentures issued.
 
 20) The Company has not raised any money by way of public issue during
 the year. Therefore, the provisions of paragraph 4(xx) of the Order are
 not applicable to the Company.
 
 21) According to the information and explanations given by the
 management, we report that no fraud on or by the Company has been
 noticed or reported during the course of our audit.
 
 
                                     For R. M. AJGAONKAR & ASSOCIATES
 
                                        Firm Registration No. 117247W
  
                                                Chartered Accountants
 
                                                      R. M. AJGAONKAR
 
                                                              Partner
 Mumbai; 27th May, 2011                          Membership No. 31927