1.  We have audited the attached Balance Sheet of YOKOGAWA INDIA
 LIMITED (the Company) as at March 31, 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 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 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 misstatement. 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 (Auditor''s Report) Order, 2003 (CARO)
 issued by the Central Government
 
 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 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 it appears from our examination of
 those books;
 
 (iii) 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;
 
 (iv) 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;
 
 (v) 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 March 31, 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 March 31, 2011 taken on record by the Board of
 Directors, we report that none of the Directors is disqualified as on
 March 31, 2011 from being appointed as a director in terms of Section
 274(l)(g) of the Companies Act, 1956.
 
 ANNEXURETO AUDITORS'' REPORT
 
 (Referred to in paragraph 3 of our report of even date)
 
 (i) Having regard to the nature of the Company''s
 business/activities/results, clauses i(c), iii (b) to (d), (£) & (g),
 v, vi, xii, xiii, xiv, xvi, xix and xx of CARO are not applicable to
 the Company during the year.
 
 (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
 explanation given to us, no material discrepancies were noticed on such
 verification.
 
 (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.
 
 (b) In our opinion and according to the information and explanation
 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) The Company has neither granted nor taken any loans, secured or
 unsecured, to/from companies, firms or other parties listed in the
 Register maintained 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 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.
 
 (vii) 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 Electronic Products 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.
 
 (viii) In our opinion and 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, Investor Education and Protection 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 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 material statutory dues in arrears as at
 March 31, 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
 March 31, 2011 on account of disputes are given below:
 
               
 
 Statute    Nature      Amount    Period to which  Forum where    
            of Dues   involved    the amount       Dispute is
                       (Rs. in    relates          pending
                        lakhs)
 
 Income     Income        6.03    2005-06          Commissioner of
 Tax        Tax                                    Income Tax 
 Act, 1961                                         Appeals                    
  
 Income     Income       75.33    2006-07          Income Tax
 Tax        Tax                                    Appellate 
 Act, 1961                                         Tribunal
 
 Income     Income      301.86    2007-08          Dispute 
 Tax        Tax                                    Resolution
 Act, 1961                                         Panel
 
 Finance    Service     337.53    2008-09          Customs, Excise 
 Act, 1994  Tax                                    and Service Tax 
                                                   Appellate 
                                                   Tribunal
 
 The Orissa Sales         3.65    1996-97          Assistant 
 Sales      Tax                                    Commissioner
 Tax Act,                                          Sales Tax,
 1947 of                                           Orissa
 
 The        Sales         1.00    1990-91          Deputy 
 Karnataka  Tax                                    Commissioner
 Sales                                             of Commercial 
 Tax Act,                                          Tax
 1957 
 
 The        Sales         0.95    1988-89          Joint
 Karnataka  Tax                                    Commissioner
 Sales                                             of Commercial 
 Tax Act,                                          Tax
 1957 
 
 (ix) The Company does not have accumulated losses at the end of the
 financial year and has not incurred cash loss during the financial year
 and the immediately preceding financial year.
 
 (x) 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 and financial institutions.
 
 (xi) The Company has not given any guarantee for loans taken by others
 from banks and financial institutions.
 
 (xii) 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.
 
 (xiii)The Company has not made any preferential allotment of shares to
 parties and companies covered in the Register maintained under section
 301 of the Act.
 
 (xiv)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 and on behalf of 
                                        Deloitte Haskins & Sells
                                           Chartered Accountants 
                                        Registration No. 008072S
 
                                                       S. Ganesh
                                                         Partner
                                                   M. No. 204108
 
 
 Place : Bangalore 
 Date  : May 16, 2011