1.  We have audited the attached Balance Sheet of TRANSFORMERS &
 RECTIFIERS (INDIA) LIMITED (the Company) as at 31st March, 2011, the
 Profit and Loss Account and the Cash Flow Statement of the Company for
 the year ended on that date, both 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 conducted our audit in accordance with the 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 misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and the disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and the 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 (CARO)
 issued by the Central Government in terms of Section 227(4A) 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 as follows:
 
 (a) 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;
 
 (b) in our opinion, proper books of account as required by law have
 been kept by the Company so far as it appears from our examination of
 those books;
 
 (c) 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;
 
 (d) in our opinion, the Balance Sheet, the Profit and Loss Account and
 the Cash Flow Statement dealt with by this report are in compliance
 with the Accounting Standards referred to in Section 211(3C) of the
 Companies Act, 1956;
 
 (e) 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 31st March, 2011;
 
 b) in the case of the Profit and Loss Account, 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.
 
 5.  On the basis of the written representations received from the
 Directors as on 31st March, 2011 taken on record by the Board of
 Directors, none of the Directors is disqualified as on 31st March, 2011
 from being appointed as a director in terms of Section 274(1)(g) of the
 Companies Act, 1956.
 
 
 
 ANNEXURE TO THE AUDITORS REPORT
 
 Referred to in paragraph 3 of our report of even date
 
 (i) Having regard to the nature of the Companys
 business/activities/result, clauses (x), (xiii) and (xiv) of CARO are
 not applicable.  (ii) In respect of its fixed assets:
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of the fixed assets.
 
 (b) The fixed assets were physically verified during the year by the
 Management in accordance with a regular programme of verification
 which, in our opinion, provides for physical verification of all the
 fixed assets at reasonable intervals. According to the information and
 explanations given to us, no material discrepancies were noticed on
 such verification.
 
 (c) The fixed assets disposed off during the year, in our opinion, do
 not constitute a substantial part of the fixed assets of the Company
 and such disposal has, in our opinion, not affected the going concern
 status of the Company.
 
 (iii) In respect of its inventory:
 
 (a) As explained to us, the inventories were physically verified during
 the year by the Management at reasonable intervals, except for stock
 lying at third party location for which confirmations have been
 obtained for the major portion of stocks confirming such holding and
 for goods in transit.
 
 (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 were reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 (c) In our opinion and according to the information and explanations
 given to us, the Company has maintained proper records of its
 inventories and no material discrepancies were noticed on physical
 verification.
 
 (iv) In respect of the loans, secured or unsecured, granted by the
 Company to companies, firms or other parties covered in the Register
 under section 301 of the Companies Act, 1956:
 
 (a) The Company has granted unsecured loans to a party covered in the
 register maintained under section 301 of the Companies Act, 1956. At
 the year-end, the outstanding balances of such loans aggregated to Rs.
 296.51 lacs and the maximum amount involved during the year was Rs
 385.00 lacs.
 
 (b) According to the information and explanations given to us, the rate
 of interest and the other terms and conditions are not, in our opinion,
 prima facie, prejudicial to the interest of the Company.
 
 (c) The aforesaid loans are repayable on demand and no repayment
 schedules have been stipulated. Under the circumstances, the question
 of regularity of the principal amounts does not arise.
 
 The Company has not taken any loans, secured or unsecured from
 companies, firms or other parties covered in the Register under section
 301 of the Companies Act, 1956.
 
 (v) In our opinion and according to the information and explanations
 given to us, having regard to the explanations that some of the items
 purchased are of special nature and suitable alternative sources are
 not readily available for obtaining comparable quotations, there is an
 adequate internal control system commensurate with the size of the
 Company and the nature of its business with regard to purchases of
 inventory and fixed assets and the sale of goods and services. During
 the course of our audit, we have not observed any major weakness in
 such internal control system.
 
 (vi) In respect of contracts or arrangements entered in the Register
 maintained in pursuance of Section 301 of the Companies Act, 1956, to
 the best of our knowledge and belief and according to the information
 and explanations given to us:
 
 (a) The particulars of contracts or arrangements referred to Section
 301 that needed to be entered in the Register maintained under the said
 Section have been so entered.
 
 (b) Having regard to the fact that the goods purchased and services
 received by the Company pursuant to the contracts or arrangements,
 where each of such transaction is in excess of Rs.5 Lacs in respect of
 any party, are of a specialized nature for which suitable alternative
 sources do not exist for obtaining comparative market prices prevailing
 at the relevant time, we are unable to comment as to whether these
 transactions were made at prices which are reasonable having regard to
 the prevailing market prices at the relevant time.
 
 (vii) According to the information and explanations given to us, the
 Company has not accepted any deposit from the public during the year.
 
 (viii) In our opinion, the internal audit functions carried out during
 the year by firm of Chartered Accountants appointed by the Management
 have been commensurate with the size of the Company and the nature of
 its business.
 
 (ix) We have broadly reviewed the books of account maintained by the
 Company pursuant to the rules made by the Central Government for the
 maintenance of cost records under Section 209(1) (d) of the Companies
 Act, 1956, in respect of Power Transformers 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 to determining whether they are accurate or
 complete. To the best of our knowledge and according to the information
 and explanations given to us, the Central Government has not prescribed
 the maintenance of cost records for any other product of the Company.
 
 (x) According to the information and explanations given to us in
 respect of statutory dues:
 
 (a) The Company has generally been regular in depositing undisputed
 dues, including Provident Fund, Employees State Insurance, Income-tax,
 Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and
 other material statutory dues applicable to it with the appropriate
 authorities.
 
 (b) There were no undisputed amounts payable in respect of Income-tax,
 Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory
 dues in arrears as at 31st March, 2011 for a period of more than six
 months from the date they became payable.
 
 (c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax,
 Custom Duty, Excise Duty and Cess which have not been deposited as on
 31st March, 2011 on account of disputes are given below:
 
 Statute       Nature of     Forum where    Period to 
                                            which the   Amount involved
 
                 Dues         Dispute is 
                              pending       amount 
                                            relates     (Rs in Lacs)
 
 Income Tax Act, 
 1961           Income tax   Income Tax 
                             Appellate 
                             Tribunal       AY 2008-09       48.48
 
 Central Excise 
 Act, 1944     Excise Duty   Assistant 
                             Commissioner 
                               of           AY 2009-10 
                                            & 2010-11          1.9
                            Central Excise
 
 Central Excise 
 Act, 1944     Excise Duty  Central Excise 
                            Service Tax     AY 2006-07, 
                                            2007-08,
                            Appellate 
                            Tribunal 
                            (CESTAT)        2008-09 & 
                                            2009-10         190.43
 
 Central Excise 
 Act, 1944    Excise Duty   Commissioner 
                            (Appeals) of    AY 2007-08, 
                                            2009-10 &
                            Central Excise  2010-11         176.27
 
 (xi) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in the repayment of dues to
 banks.
 
 (xii) According to the information and explanations given to us, the
 Company has not given any loans and advances on the basis of security
 by way of pledge of shares, debentures and other securities.
 
 (xiii) In our opinion and according to the information and explanations
 given to us, the terms and conditions of the guarantees given by the
 Company for loans taken by others from banks and financial institutions
 are not prima facie prejudicial to the interests of the Company.
 
 (xiv) In our opinion and according to the information and explanations
 given to us, the term loans have been applied for the purposes for
 which they were obtained, other than temporary deployment pending
 application.
 
 (xv) In our opinion and according to the information and explanations
 given to us and on an overall examination of the Balance Sheet, we
 report that funds raised on short-term basis have not been used during
 the year for long- term investment.
 
 (xvi) The Company has not made preferential allotment of shares to
 parties and companies covered in the Register maintained under Section
 301 of the Companies Act, 1956.
 
 (xvii) No debentures have been issued by the Company and hence the
 question of creating the securities or charges in respect thereof does
 not arise.
 
 (xviii) The Management has disclosed the end use of money raised by
 public issue and we have verified the same.
 
 (xix) To the best of our knowledge and according to the information and
 explanations given to us, no fraud by the Company and no fraud on the
 Company has been noticed or reported during the year.
 
                                               For C. C. Chokshi & Co.
 
                                                Chartered Accountants
 
                                           (Registration No. 101876W)
 
                                                           H. P. Shah 
 
 Place : Ahmedabad                                            Partner
 
 Date : 22nd April, 2011                         Membership No. 33331