1.  We have audited the attached Balance Sheet of VOLTAMP TRANSFORMERS
 LIMITED, as at 31st March, 2011 and also the 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
 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 issued
 by the Central 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 paragraph 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 purpose 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, Profit and Loss Account and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 accounts.
 
 (iv) 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.
 
 (v) On the basis of written representations received from the
 directors, as on 31st March, 2011 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 director in terms of clause
 (g) of sub-section (1) of section 274 of the Companies Act, 1956.
 
 (vi) Attention is invited to Note No. 1 (c) and 1(d) regarding non
 provision of Central Excise duty and penalty amounting to Rs.278.96
 lacs as the Company has agitated the same and preferred appeal against
 the same.
 
 (vii) Subject to above and read together with the notes on accounts, 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 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 THE AUDITORS'' REPORT
 Referred to in paragraph 3 of our report on the accounts of Voltamp
 Transformers Limited for the year ended on 31st March, 2011
 
 (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
 Management, during the year, has physically verified the fixed assets.
 The management has informed us that, no material discrepancies between
 the book record and the physical inventory have been noticed.
 
 (c) During the year substantial part of fixed assets have not been
 disposed off.
 
 (ii) (a) As explained to us, the inventory has been physically verified
 by the management at reasonable intervals.  In respect of materials
 lying with third parties, we have relied on the confirmations obtained
 from them. In our opinion the frequency of verification is reasonable.
 
 (b) The procedure of physical verification of stock followed by the
 management is 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.The
 discrepancies noticed on verification between the physical stocks and
 book records were not material.
 
 (iii) (a) The Company has not granted any loans to Company, firms or
 other parties covered in the register maintained under section 301 of
 the Companies Act, 1956. Therefore, para (b) to (d) are not applicable.
 
 (b) The Company has not taken loan from Company, firm or other parties
 covered in the register maintained under section 301 of the Companies
 Act, 1956.
 
 (iv) In our opinion and according to the information and explanations
 given to us, the internal control procedures are 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. Further, there is no continuing failure to correct major
 weaknesses in internal control.
 
 (v) According to the information and explanations given to us, there is
 no transaction which is required to be entered in the register required
 to be maintained under that section.
 
 (vi) In our opinion and according to information and explanations given
 to us, the Company has not accepted deposit from the public and
 therefore provisions of section 58A, 58AA or any other relevant
 provisions of Companies Act, 1956 and the rules made there under are
 not applicable.
 
 (vii) In our opinion, the Company''s internal audit system is
 commensurate with the size of the Company and nature of its business;
 
 (viii) We have broadly reviewed the records maintained by the Company
 relating to the manufacture of Transformers pursuant to the rules made
 by the Central Government for the maintenance of cost records u/s.
 209(1) (d) of the Companies Act, 1956 and we are of the opinion that
 prima facie the prescribed records have been made and maintained. We
 have, however, not made detailed examination of such records.
 
 (ix) (a) According to the information and explanations given to us the
 Company is regular in depositing with appropriate authorities
 undisputed statutory dues including Provident Fund, Employees'' State
 Insurance, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Service Tax,
 Excise Duty, Cess and any other material statutory dues applicable to
 it.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth
 Tax, Service tax, Excise Duty and Cess were in arrears as at the end of
 the year, for a period of more than six months from the date they
 become payable.
 
 (c) According to the information and explanations given to us, there
 are no disputed dues which are not deposited of sales tax/income
 tax/wealth tax/custom duty/excise duty or cess except stated below :
 
 Name of      Nature of     Amount    Period to 
                                      which       Forum where dispute
 the Statute  Dues          (Rs.in 
                            Lacs)     amount 
                                      relates     is pending
 
 Central 
 Excise Act  Modvat Credit  10.25    2004-2005    Appellate Tribunal,
                                                  CEGAT
 
 Central 
 Excise Act  Penalty         0.50    1980-1981    High Court of Gujarat
 
 Central 
 Excise Act  Modvat Credit   8.91      2007-08  
                                        and       Comm.
             Penalty         8.91      2008-09   (Appeals)
 
 Central 
 Excise Act  Modvat Credit 130.57    April 2004 
                                         to       Comm.
             Penalty       130.57      May 2009   (Appeals)
 
 (x) The Company does not have accumulated losses as on 31st March, 2011
 Further it has not incurred cash loss during the financial year
 2010-2011 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 a
 Bank. The Company has not obtained any loans from financial institution
 or debenture holders.
 
 (xii) According to the information and explanations given to us, the
 Company has not granted loans and advances on the basis of security by
 way of pledge of shares, debentures and other securities.
 
 (xiii) The Company is not a chit fund or a Nidhi / mutual benefit fund
 / society. Therefore provisions of clause (xiii) of the Order are not
 applicable to the Company.
 
 (xiv) In our opinion, the Company is not dealing in or trading in
 shares, securities, debentures and other investments.  The shares and
 securities held by the Company as investments are in its own name.
 
 (xv) According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from Bank
 or financial institutions.
 
 (xvi) The Company has not obtained any term loans during the year.
 
 (xvii) Based on the information and explanations given to us and on an
 overall examination of the balance sheet of the Company, in our
 opinion, there are no funds raised on a short-term basis which have
 used for long term investment.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties and companies covered in the Register maintained under
 section 301 of the Companies Act, 1956 during the year.
 
 (xix) The Company has not issued any debentures and therefore the
 creation of securities or charge does not arise.
 
 (xx) The Company has not raised any money by public issue during the
 year.
 
 (xxi) Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as per
 the information and explanation 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 CHANDULAL M. SHAH & CO.
                                               Chartered Accountants
                                                       (FRN:109168W)
 
                                                      K. H. VASAVADA 
 Place: Ahmedabad                                            PARTNER
 Date : 30th May, 2011                          Membership No. 12322