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Auditor Report of Jyoti Structures Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Jyoti Structures Limited (''the Company''), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information in which are incorporated returns for the year ended on that date audited by the branch auditors of the Company''s branches at Bangladesh, Bhutan, Dubai, Egypt, Georgia, Kuwait, Kenya, Rwanda, South Africa, Tajikistan, Tanzania, Tunisia and Uganda.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the Act'') with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the standalone financial statements.

BASIS OF QUALIFIED OPINION

a) As on 31st March, 2015, the trade receivables of the Company include amount of Rs. 7,045.80 lacs outstanding from a joint venture company, namely Lauren Jyoti Private Limited. Further an amount of Rs. 5,507.00 lacs was paid by the Company on account of Bank guarantee encashed by a customer of Lauren Jyoti Private Limited, which is debited to the said joint venture company. The other outstandings from Lauren Jyoti Private Limited are Rs. 830.30 lacs. As informed to us, the financial statements of the joint venture company are not available for the financial years ended 31st March 2014 and 31st March, 2015. Considering the fact that the financial statements of the joint venture company are not available and it is not regular in payment of the above outstanding, we are not able to comment on the recovery of the debt and impact of the same on the financial statements of the Company for the year.

b) The Company has invested Rs. 500 lacs in 50 lacs equity shares of Lauren Jyoti Private Limited. The financial statements of that company for the financial years ended on 31st March 2014 and 31st March 2015 are not made available to us. As per the financial statements for the year ended on 31st March, 2013, the net worth of that company is fully eroded. The Company has not made any provision for the diminution in the value of this investment. Due to this non-provision, the loss of the Company for the year is understated by Rs. 500 lacs and reserves of the Company are overstated by the same amount.

QUALIFIED OPINION

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015; and its loss and its cash flows for the year ended on that date.

EMPHASIS OF MATTERS

a) We draw attention to clause 11 of note no. 31 to the financial statements. The Company has made investment of Rs. 6,000.65 lacs in the equity shares of its wholly owned subsidiary company, namely Jyoti International Inc. As on 31st March, 2015, the Company has also advanced loan of Rs. 9,861.35 lacs to Jyoti International Inc. Due to the losses incurred, the net worth of that company is fully eroded on that date. However, no provision for diminution in the value of the said investment or no provision for other outstanding amounts is made as the management is optimistic of turning around the business of that company in the near future.

b) We draw attention to clause 13 of note no. 31 to the financial statements. The Company has made investment of Rs. 419/- in the equity shares of its subsidiary company, namely Jyoti structures Africa (Pty) limited. As on 31st March, 2015, the Company has also advanced loan of Rs. 3,581.91 lacs to Jyoti structures Africa (Pty) Limited and the outstanding credit to that company is Rs. 3,277.65 lacs. Due to the losses incurred, the net worth of that company is fully eroded on that date. However, no provision for diminution in the value of the said investment or no provision for other outstanding amounts is made as the management is optimistic of turning around the business of that company in the near future.

c) We draw attention to clause 14 of note no. 31 to the financial statements stating that the company has paid managerial remuneration in excess of the provisions of the section 197 of the Companies Act, 2013 read with Part II of Schedule V, for which approval of shareholders in a general meeting and the permission of the Central Government is to be obtained.

OTHER MATTERS

We did not audit the financial statements/ information of fourteen branches incorporated in the standalone financial statements of the Company, whose financial statements/ financial information refect total assets of Rs. 20,812.13 lacs, as at 31st March 2015 and the total revenues of Rs. 22,993.19 lacs, for the year ended on that date, as considered in the standalone financial statements. The financial statements/ information of these branches have been audited by the branch auditors, whose reports have been furnished to us, and our opinion, in so far as it relates to amounts and disclosures included in respect of these branches, is based solely on the reports of such branch auditors.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditors'' Report) Order, 2015 (''the Order''), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

a. Except for the matters stated in clause (a) of Basis of Qualified Opinion, We have sought and 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 except for the matters stated in clause (a) of Basis of Qualified 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, and proper returns adequate for the purpose of our audit have been received from the branches not visited by us;

c. The reports on the accounts of the branch Offices of the Company audited under section 143(8) of the Act by the branch auditors have been sent to us and have been properly dealt with by us in preparing this report;

d. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from branches not visited by us;

e. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

f. The matters described in the basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

g. On the basis of written representations received from the directors as on 31st March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

h. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to in clause 2 of note no. 31 of the financial statements;

ii. the Company has made provisions as required under the applicable law or Accounting Standards material foreseeable losses, if any, on long term contracts including derivative contracts. Referred to clause no. 10 of the note no. 31 of the Financial Statements;

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company as at the end of the year.

ANNEXURE TO AUDITORS'' REPORT

Re: Jyoti Structures Ltd

The Annexure referred to in our Independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended 31st March, 2015;

1) (a) The Company has maintained proper records showing full particulars, including the quantitative details and situation of fixed assets on the basis of available information.

(b) As explained to us, 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 the assets. No material discrepancies have been noticed on such verification.

2) (a) The inventories have been physically verified during the year by the management at reasonable intervals. In our opinion,

the frequency of verification is reasonable.

(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 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 opinion that the Company has maintained proper records of inventories. As explained to us, the discrepancies noticed on verification of inventories have been properly dealt with in the books of accounts.

3) As per the information and explanations given 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 189 of the Companies Act, 2013. Therefore, the provisions of paragraph 3(iii) of the Order are not applicable to the Company.

4) 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 nature of its business with regard to purchase of inventory and fixed assets and for sale of goods and services. We have not observed any continuing failure to correct any weakness in internal control system except in case of sale of bought out components during the year for which the company has taken corrective measures and steps to strengthen the control. During the course of our audit, we observed that SAP software installed by the Company is still to be stabilized.

5) The Company has accepted deposits from public during the previous year. As per the information and explanation given to us and based on the records examined by us, we are of the opinion that the directives issued by Reserve Bank of India and provisions of section 73 to 76 and other relevant provisions of the Companies Act, 2013 and the rules framed there under, as applicable, have been complied with; except for a small delay of two days in making deposit required to be made as per the provisions of section 73(2)(c) of the Companies Act, 2013. As per the information and explanation given to us, no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or other tribunal against the Company in respect of the deposits.

6) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by Central Government under Section 148(1)(d) of the Companies Act, 2013 and are of the opinion that, prima facie, the Company has made and maintained such accounts and cost records. We have however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

7) (a) According to the records of the Company and as per the information given to us, the Company is regular in depositing

undisputed statutory dues including Sales Tax, Wealth Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and other statutory dues with the appropriate authorities, wherever applicable during the year, except for Provident Fund, Employees'' State Insurance, Income Tax and Octroi where in the deposits are not regular.

(b) As per the information and explanations given to us and the records examined by us, the details of undisputed statutory dues which are outstanding as at the last day of the concerned financial year for more than six months from the date they become payable are as under.

Sr. No. Particulars Amount due .Lacs

1. Octroi 39.35

2. Income Tax – Tax Deducted at Source 216.58

3. Income Tax – Self Assessment Tax 2,480.57

4. Corporate Dividend Tax 30.95

(c) As explained to us and according to the records of the Company, the outstanding disputed statutory dues on account of Income Tax, Sales tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax or Cess are as follows.

Type of the Statute Nature of Dues dis- Amount (in Rs.. pute is pending Lacs )

Sales Tax Tax and Interest 32.68

Entry Tax Tax and Interest 18.86

Commercial Tax Tax and Interest 333.59

Commercial Tax Tax and Interest 70.34

Income Tax Tax and Interest 304.59

Income Tax Tax and Interest 8.96

Types of the Statue Financial year to which the Forum where dispute is amount relates pending

Sales Tax Various years between Appellate Tribunal 1995-96 to 1998-99

Entry Tax 2004-05 and 2005-06 Appellate Tribunal

Commercial Tax 2005-06 Appellate Tribunal

Commercial Tax 2006-07 Revision Board

Income Tax 2005-06 and 2006-07 Commissioner of Income Tax- (Appeals)

Income Tax 2007-08 ACIT (Rectification)

(d) According to the records of the Company, there are no amounts that are due to be transferred to the Investors Education and Protection Fund in accordance with the relevant provisions of Companies Act, 1956 and rules made there under.

8) The Company does not have accumulated losses as at 31st March, 2015 but it has incurred cash losses in the financial year ended on that date and it has not incurred cash losses in the immediately preceding financial year.

9) According to the information and explanations given to us and based on the documents and records examined by us, taking into consideration the Master Restructuring Agreement for the restructuring of debt and outstanding interest, in our opinion, the Company has defaulted in repayment of loans due to financial institutions, banks and debenture holders. The details of the same are as follows.

Particulars Period Amount.Lacs

Bank - Repayment of Principal and Interest September, 2014 to March, 2015 1,559.87

Debenture Holders – Payment of Interest Various periods 333.73

10) According to the information and explanations given to us, the Company has given corporate guarantees for loans taken by two of its wholly owned subsidiaries and a joint venture company from banks. We are of opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the company.

11) 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 are applied for the purpose for which they are obtained.

12) According to information and explanations given by the management, we report that no fraud by the Company or no material fraud on the Company has been noticed or reported during the year.

For R. M. AJGAONKAR & ASSOCIATES

Chartered Accountants

Firm Registration No.117247W

KOMAL SEVAK

Partner Membership No. 143685 Place : Mumbai Date : 30th May, 2015.


Mar 31, 2014

We have audited the accompanying financial statements of Jyoti Structures Limited (''the Company''), which comprise the Balance Sheet as at March 31,2014, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis of Qualified Opinion

The trade receivables of the Company include amount of Rs. 7,045.80 Lacs outstanding from Joint Venture Company namely, Lauren Jyoti Private Limited. As informed to us, the accounts of the Joint Venture are not available for financial year ended 31st March, 2013 as well as for the financial year ended 31st March, 2014. Considering the facts that the accounts of that company are not available and considering the fact that the joint venture company is not regular in the payment of the above outstanding, we are not able to comment on the recovery of the debt and impact of the same on the Balance Sheet and Statement of Profit and Loss of the Company for the year.

The Company has invested Rs. 500 Lacs in 50 Lacs equity shares of Lauren Jyoti Private Limited. In absence of availability of annual accounts of the company for the financial year ended on 31st March 2013 and for the financial year ended on 31st March, 2014, we are not able to comment, if there is other than temporary diminution in the value of the said investment and impact of the same on the Balance Sheet and Statement of Profit and Loss of the Company for the year.

Opinion

Subject to our observations stated in ''basis of qualified opinion'' above, in our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act 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, 2014;

(b) In the case of the Statement of Profit and Loss, 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2003 (''the Order'') issued by the Central Government of India in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

(a) Except as stated in our comments under Basis of Qualified Opinion, 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 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 branches not visited by us];

(c) The audit reports on the accounts of the Company''s overseas branch offices at Uganda, Bhutan, South Africa, Bangladesh, Tunisia and Kenya for the year ended March 31, 2014 have been forwarded to the company by the respective branch auditors and those have been considered in preparing our report.

(d) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account [and with the returns received from branches not visited by us];

(e) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

(f) On the basis of the written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

ANNEXURE TO AUDITORS'' REPORT

[Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date]

1) a) The company has maintained proper records showing full particulars including the quantitative details and situation of fixed assets on the basis of available information.

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 book records of inventories. As explained to us, the discrepancies noticed on verification of inventories between the physical stocks and book records have been properly dealt in the books of accounts.

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 clause 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, 1956. Therefore the provisions of clause 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 the 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, except for timely billing from certain sites which needs improvement. During the course of our audit, we have observed that the Company has installed and implemented SAP software but the same is not fully stabilized as yet.

5) According to the information and explanations given to us, in our opinion 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 clause 4(v)(a) and 4(v)(b) of the Order are not applicable to the Company.

6) The Company has accepted deposits from public during the year and as per the information and explanation given to us and based on the records examined by us, we are of the opinion that the directives issued by Reserve Bank of India and the provisions of section 58A and 58AA of the Companies Act, 1956 and other provisions of the Act and rules framed there under as applicable have been complied with.

7) In our opinion the Company has an internal audit system commensurate with its size and nature of the business.

8) We have broadly reviewed the cost records maintained by the company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act,1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have however, not made a detailed examination of cost records with a view to determine whether they are accurate or complete.

9) a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, and other applicable statutory dues with the appropriate authorities except Income Tax, wherein there are delays. As per the information and explanations given to us, there are no undisputed arrears of statutory dues as at 31st March 2014, which are outstanding for more than six months from the date they became payable other than Income Tax dues amounting to Rs. 183.11 Lacs.

b) As explained to us and according to the records of the Company, the outstanding disputed statutory dues are as follows:

Type of the Statute Nature of Dues dispute Forum where dispute is is pending pending

Sales Tax Tax and Interest Appellate Tribunal - Orissa

Entry Tax Tax and Interest Appellate Tribunal

Commercial Tax Tax and Interest Board

Commercial Tax Tax and Interest Tribunal

Income Tax Tax and Interest CIT - Appeals

Income Tax Tax and Interest ACIT (Rectification)

(Rs. in Lacs)

Type of the Statute Financial Year Amount Sales Tax 1995-96 to 1998-99 32.68

Entry Tax 2004-05 and 2005-06 18.86

Commercial Tax 2006-07 70.34

Commercial Tax 2005-06 333.59

Income Tax 2005-06 and 2006-07 304.59

Income Tax 2007-08 42.45

10) The Company does not have any accumulated losses as at March 31st, 2014 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11) Based on our Audit procedures and according to the information and explanations given to us and based on the documents and the books and records examined by us, we report that the Company has defaulted in payments of Rs. 1,000 Lacs to a financial institution, and the amount is outstanding on the balance sheet date. It has also made delayed repayments to foreign banks amounting to Rs. 5,742.96 Lacs ( USD 93.73 Lacs) during the year, which are paid with delay of 7 to 73 days, except an amount of Rs. 717.39 Lacs (USD12.01 Lacs), which is unpaid on the balance sheet date.

12) According to the information and explanations given to us and based on the records produced before us, the Company has not granted any 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 / Society. Therefore, the provisions of clause 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 clause 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 guarantees for loans taken by two of its subsidiaries and a joint venture company from banks. 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 are applied for the purpose for which they are 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 any 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 clause 4(xviii) of the Order are not applicable to the Company.

19) The Company has created securities / charges in respect of secured debentures issues.

20) The Company has not raised any money by way of public issue during the year. Therefore, the provisions of clause 4(xx) of the Order are not applicable to the Company.

21) According to the information and explanation given by the management, we report that no material fraud on or by the Company has been noticed or reported during the year or has been informed to us by the management.

For R. M. AJGAONKAR & ASSOCIATES Chartered Accountants Firm''s Registration Number: 117247W

R. M. AJGAONKAR Place: Mumbai Partner Date: 30th May, 2014 Membership Number: 31927


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Jyoti Structures Limited (''the Company''), which comprise the Balance Sheet as at March 31,2013, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Principles generally accepted in India including Accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 (''the Act''). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act 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 31,2013;

(b) in the case of the Statement of Profit and Loss, 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2003 (''the Order'') issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, 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 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 branches not visited by us];

c. The audit report on the accounts of the companies at overseas branch offices at Uganda, Bhutan, South Africa, Bangladesh and Kenya for the year ended 31.03.2013 have been forwarded to the company by the respective branch auditors and those have been considered in preparing our report.

d. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account [and with the returns received from branches not visited by us];

e. In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of Section 211 of the Companies Act, 1956;

f. On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

ANNEXURE TO AUDITORS'' REPORT

[Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date]

1) a) The company has maintained proper records showing full particulars including the quantitative details and situation of fixed assets on the basis of available information.

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 book records of inventories. As explained to us, the discrepancies noticed on verification of inventories between the physical stocks and book records have been properly dealt in the books of accounts.

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 clause 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, 1956. Therefore, the provisions of clause 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 the 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, except for timely billing from certain sites which needs improvement. During the course of our audit, we have observed that the Company has installed and implemented SAP software but the same is not fully stabilized as yet.

5) According to the information and explanations given to us, in our opinion 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 clause 4(v)(a), 4(v)(b) of the Order are not applicable to the Company.

6) The Company has accepted the deposits from public during the year and as per the information and explanation given to us and based on the records examined by us, we are of the opinion that the directives issued by Reserve Bank of India and the provisions of section 58A and 58AA of the Companies Act, 1956 and other provisions of the Act and rules framed thereunder was applicable have been complied with.

7) In our opinion the Company has an internal audit system commensurate with its size and nature of the business.

8) We have broadly reviewed the cost records maintained by the company pursuant to the company''s Cost Accounting Records Rules, 2011 prescribed by the Central Government section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have however, not made a detailed examination of cost records with a view to determine whether they are accurate or complete.

9) a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, and other applicable statutory dues with the appropriate authorities except Income Tax, where in there are certain delays. As per the information and explanations given to us, there are no undisputed arrears of statutory dues as at 31st March 2013, which are outstanding for more than six months from the date they became payable.

10) The Company does not have any accumulated losses as at March 31st, 2013 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11) Based on our Audit procedures and 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 the records produced before us, the Company has not granted any 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/ Society. Therefore, the provisions of clause 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 provision of clause 4(xiv) of the Order is not applicable to the Company.

15) According to the information and explanations given to us, the Company has given corporate guarantees for loans taken by two of its subsidiaries and a joint venture company from banks. We are of the opinion that the term and condition there of 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, primafacie, it appears that the term loans are applied for the purpose for which they are 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 any 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 clause 4(xviii) of the Order are not applicable to the Company.

19) As per the information and explanation given to us and records examined by us, no securities or charge has been created in respect of debentures issued. However as informed to us, the same could be created in within the required period.

20) The Company has not raised any money by way of public issue during the year. Therefore, the provisions of clause 4(xx) the Order are not applicable to the Company.

21) According to the information and explanation given by the management, we report that no material fraud on or by the Company has been noticed or reported during the year or has been informed to us by the management.

For R. M. AJGAONKAR & ASSOCIATES

Chartered Accountants

Firm''s Registration Number: 117247W R. M. AJGAONKAR

Place: Mumbai Partner

Date: 29th May, 2013 Membership Number: 31927


Mar 31, 2012

1. We have audited the attached Balance Sheet of JYOTI STRUCTURES LIMITED (the "Company") as at 31st March, 2012 and the related Statement of Profit and Loss 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 (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 clauses 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in clause 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 Company's overseas branch offices at Tunisia, Uganda, Bhutan, South Africa and Bangladesh for the year ended on 31st March, 2012 have been forwarded to the Company by the respective branch auditors and those have been considered in preparing our report.

(iv) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(v) In our opinion, the Balance Sheet, Statement of Profit and Loss 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, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 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) 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 give the information required by the Companies Act, 1956, in the manner so required and give, except subject to the note number 30(25), to which we hereby draw attention of members, 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, 2012;

(b) In the case of the Statement of Profit and Loss, 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.

[Referred to in the clause 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, 2012]

1) a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

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 have been properly dealt with in the books of accounts.

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 clause 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 clause 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 except for timely billing from certain sites which needs improvement. During the course of our audit, we have observed that the company is taking steps for correcting the 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 clause 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) We have broadly reviewed the cost records maintained by the company pursuant to the company's Cost Accounting Records) Rules 2011 prescribed by the Central Government section 209(1)(d) of the companies act 1956 and are of the opinion that primafacie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9) a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other applicable Statutory dues with the appropriate authorities except Income Tax, wherein there are certain delays. As per the information and explanations given to us, there are no undisputed arrears of statutory dues as at 31st March 2012, which are outstanding for more than six months from the date it has 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 Forum where Financial Year to which Amount Statute Dues Dispute is pending the amount relates (Rs in Lacs)

The Sales Tax Act, 1959 Tax and Interest Orissa High Court 1996-97 to 32.68 1998-99 and 2000-01

Tax and Interest Appellate Tribunals 2004-05 & 18.86 2005-06

The Central Excise Act, Duty and Penalty Appeal with CESTAT 2001-02 515.59 1944

10) The Company does not have any accumulated losses as at 31st March, 2012 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 clause 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 clause 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 guarantees for loans taken by one of its subsidiaries and a joint venture company 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 clause 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 clause 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; 25th May, 2012 Membership No. 31927


Mar 31, 2011

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


Mar 31, 2010

1. We have audited the attached Balance Sheet of JYOTI STRUCTURES LIMITED as at 31st March, 2010 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 by the Companies (Auditors Report) (Amendment) Order, 2004 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 Ethiopia, Tunisia and Uganda for the year ended on 31st March, 2010 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, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(vii) Attention is drawn to note no 14 of Schedule 23 regarding non provision of diminution in the value of investment in Gulf Jyoti International LLC. 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 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, 2010;

(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, 2010]

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 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 explanation 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 explanation 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 weakness 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 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 2010, 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 dues Period to which the Statute amount relates

The Sales Tax Act Tax and Interest Various years from 1996-97 to 1998-99 and 2000-01

Tax and Interest Various years from 2004-05 to 2005-06

The Central Duty and Penalty 2001-02 Excise Act, 1944

Finance Act -1994 Service Tax 2004-05 Penalty

Name of the Statue Forum where dispute Rs. in is pending Million

The Sales Tax Act High Court 1.30

Appellate Tribunal 1.89

The Central Excise Act, 1944 Appeal with CESTAT 51.56

Finance Act -1994 Asst. Commissioner 0.03 (Service Tax) Central Excise -Appeal

10) The Company does not have any accumulated losses as at 31st March, 2010 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 not given guarantee for loans taken by others from banks or financial institutions.

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 Act. Therefore, the provisions of the paragraph 4(xviii) of the order are not applicable to the Company.

19) The Company did not have any outstanding debentures during the year. Therefore, the provisions of paragraph 4(xix) of the order are not applicable to the Company.

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 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

Membership No. 31927

Mumbai; 21st May, 2010


Mar 31, 2009

1. We have audited the attached Balance Sheet of JYOTI STRUCTURES LIMITED as at 31st March, 2009 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 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 by the Companies (Auditor's Report) (Amendment) Order, 2004 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 company's overseas branch offices at Abu Dhabi, Ethiopia, Tunisia and Uganda for the periods/ year ended on 31.3.2009 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) Attention is drawn to note no. 21 of schedule P of the notes forming part of the accounts regarding non provision of diminution in value of investment in Gulf Jyoti International LLC.

(vi) 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;

(vii) On the basis of written representations received from the directors, as at 31st March, 2009, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(viii) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and read with our observation in 4(v) above, 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, 2009;

(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, 2009]

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 nature of its assets. No material discrepancies have been noticed on such verification.

c) The Company has not disposed off substantial part of 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 explanation given to us, 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) On the basis of our examination of the records of inventory and according to the information and explanation given to us, we are of the opinion that the Company has maintained proper records of inventory. 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 inventory and fixed assets and for sale of goods and services. However, strengthening of control is required for sale of bought out supplies. During the course of our audit, we have not observed any continuing failure to correct major weakness 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 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 2009, 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 dues Statute

The Sales Tax Act Tax and Interest

Tax and Interest

Tax and Interest

Tax and Interest Tax and Interest

Tax and Interest

Tax and Interest

The Central Excise Duty and Penalty

Act, 1944 Duty and Penalty

Finance Act -1994 Service Tax Penalty

The Income Tax Tax and Interest Act-1961

Period to which the Forum where dispute Rs. in amount relates is pending Million

1996-97 High Court 2.98

1997-98 High Court 0.57

1998-99 High Court 0.13

2000-01 High Court 0.62

2004-05 Appellate Tribunal 0.23

2005-06 Appellate Tribunal 1.66

2005-06 Asst. Commissioner 0.43 of Sale tax

2001-02 Appeal with CESTAT 17.17

2001-02 Appeal with CESTAT 8.61

2004-05 Asst. Commissioner 0.03 (Service Tax) Central Excise- Appeal

2000-01 Commissioner of 1.86 Income Tax (Appeals)

10) The Company does not have any accumulated losses as at 31st March, 2009 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 not given any guarantee for loans taken by others from banks or financial institutions.

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 under section 301 of the Companies Act. Therefore, the provisions of paragraph 4(xviii) of the order are not applicable to the Company.

19) The Company did not have any outstanding debentures during the year. Therefore, the provisions of paragraph 4(xix) of the order are not applicable to the Company.

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 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 Chartered Accountants

R. M. AJGAONKAR Partner Mumbai; 15th May, 2009 Membership No. 31927


Mar 31, 2008

1. We have audited the attached Balance Sheet of JYOTI STRUCTURES LIMITED as at 31st March, 2008 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 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 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 paragraphs 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 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. Proper returns, documents and data adequate for the purposes of our audit have been received from the branches not visited by us. The Branch Auditors namely, Taddesse Woldegabreil & Co, Addis Ababa, Ethiopia for the Ethiopia Branch and Karim Rejeb, Chartered

Accountant for the Tunisia Branch, have forwarded their respective audit reports and those have been appropriately dealt with;

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account (and with the audited returns from the branches);

(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 of the Company, as at 31st March, 2008, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2008 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(vi) 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, 2008;

(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

With reference to the Annexure referred to in paragraph 3 of the Auditors Report to the members of Jyoti Structures Ltd. ("the Company") on the financial statements for the year ended 31st March, 2008, we report that:

1) a) The Company has maintained proper records

showing full particulars including the quantitative details and situation of fixed assets.

b) As explained to us, 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 nature of its business. No material discrepancies have been noticed on such verification.

c) The Company has not disposed off substantial part of fixed assets during the year.

2) a) The inventories except stocks lying with third

parties have been physically verified by the management at reasonable intervals during the year. Written confirmations have been obtained for stocks lying with third parties at the end of the year.

b) In our opinion and according to the information and explanation given to us, 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 has maintained proper records of inventory. 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, the Company has adequate internal control system commensurate with the size of the Company and the nature of its business for purchase of inventory 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 weakness 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 needed to be entered in the Register maintained under Section 301 of the Companies Act, 1956. Therefore, the provisions of paragraph 4 (v) 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 relevant provisions of Clause (vi) of paragraph 4 of the order 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 except Advance Income Tax for the current year. As per the information and explanations given to us, there are no undisputed arrears of statutory dues as at 31s1 March 2008, 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 dues outstanding 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 dues Period to which the Statute amount relates

The Sales Tax Act Tax and Interest 1996-97 Tax and Interest 1997-98 Tax and Interest 1998-99 Tax and Interest 2000-01 Tax and Interest 2005-06 The Central Duty and Penalty 2000-02 Excise Act, 1944 Duty and Penalty 2000-02 Finance Act - 1994 Service Tax 2005-06 Penalty The Income Tax Tax and Interest 2000-01 Act-1961

Forum where dispute Rs. in is pending Million

High Court 2.98 High Court 0.57 High Court 0.13 High Court 0.63 Asst. Commissioner of Sales tax 0.43 Apeal with CESTAT 17.17 Apeal with CESTAT 8.61 Asst. Commissioner (Service Tax) Central Excise -Appeal 0.03 Commissioner of Income Tax (Appeals) 1.85

10) The Company does not have any accumulated losses as at 31st March, 2008 and it has not incurred any cash losses in the financial year ended on that date and 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 record 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(xix) of the order are not applicable to the Company.

15) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

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 register maintained under section 301 of the Companies Act. Therefore, the provisions of paragraph 4(xviii) of the order are not applicable to the Company.

19) The Company did not have any outstanding debentures during the year. Therefore, the provisions of paragraph 4(xix) of the order are not applicable to the Company.

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 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 Chartered Accountants

R M AJGAONKAR Mumbai Partner 2nd May, 2008 Membership No. 31927


Mar 31, 2007

1. We have audited the attached Balance Sheet of JYOTI STRUCTURES LIMITED as at 31st March, 2007 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 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 (Auditors' 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 paragraphs 4 and 5 of the said Order. Attention of the members is invited to Notes Nos. 13 and 15 of the notes forming part of the accounts of the Company. No provision is made against the diminution in value of the shares of subsidiary companies as mentioned in Note No. 13 as the management is of the opinion that such diminution is temporary.

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 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. Proper returns, documents and data adequate for the purposes of our audit have been received from the branches not visited by us. The Branch Auditors namely, Taddesse Woldegabreil & Co, Addis Ababa, Ethiopia for the Ethiopia Branch and Karim Rejeb, Chartered Accountant for the Tunisia Branch, have forwarded their respective audit reports and those have been appropriately dealt with;

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account (and with the audited returns from the branches);

(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 of the Company, as at 31st March, 2007, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2007 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(vi) 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, 2007;

(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.

For R M AJGAONKAR & ASSOCIATES Chartered Accountants R M AJGAONKAR Membership No. 31927 Partner

Mumbai, 7th May, 2007

ANNEXURE TO AUDITORS' REPORT

With reference to the Annexure referred to in paragraph 3 of the Auditors Report to the members of Jyoti Structures Ltd. ("the Company") on the financial statements for the year ended 31st March, 2007, we report that:

1) a) The Company is maintaining proper records showing full particulars including the quantitative details and situation of fixed assets.

b) The fixed assets have been physically verified by the management during the year. The intervals of verification are reasonable having regards to the size of the Company and nature of its business. No material discrepancies have been noticed on such verification.

c) The Company has not disposed off substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2) a) As explained to us, 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 explanation given to us, 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 has maintained proper records of inventory. 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 and the same have been properly dealt with, in the books of account.

3) a) The Company has granted unsecured loans to three of its subsidiaries and the total amount involved in transaction during the year is Rs. 23.12 Million and the balance outstanding as on 31st March, 2007 is Rs. 47.02 Million.

b) The loans are free of interest and other terms and conditions of loans are prima facie not prejudicial to the interest of the Company.

c) In the absence of specific stipulation, the Company has not recovered the principle amount of the said interest free loans on regular basis but recoveries are made as per mutual convenience.

d) In absence of specific stipulation, there is no overdue amount of said loans outstanding.

e) 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. Accordingly provisions of paragraph 4 (iii) (e), 4 (iii) (f) and 4 (iii) (g) of the order are not applicable to the Company for the current year.

f) The said loan was interest free and other terms and conditions of the loan were not prejudicial to the interest of the Company.

g) As the loan is repaid during the year we need not comment on the regularity of repayment of principal and interest.

4) In our opinion and according to information and explanations given to us, the Company has adequate internal control system commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, we have not noticed any major weakness or continuing failure to correct weakness in the internal control system.

5) a) In our opinion and according to information and explanations given to us, the particulars of the Contracts or arrangements referred to in Section 301 of the Companies Act have been entered in the register required to be maintained under that section.

b) In our opinion, and as per the information and explanations given to us, the transactions made in pursuance of the contracts and arrangements referred to in (a) above and exceeding the value of five lacs rupees with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6) As per the information and explanation given to us, the Company has not accepted any deposits from the public during the year within the meaning of provisions of Section 58A and 58AA or any relevant provisions of the Companies Act 1956 and rules made there under. We are informed that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal on the Company in respect of any deposit.

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 explanation 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 except Advance Income Tax for the current year which has been subsequently paid. As per the information and explanations given to us, there are no undisputed arrears of statutory dues as at the last day of the financial year outstanding for more than six months from the date they became payable.

b) According to the information and explanations given to us there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess, which have not been deposited with appropriate authorities on account of any disputes other than those mentioned below:

Name of the Nature of dues Relating to various years Statute comprise in the period

The Sales Tax, Interest & 1994-98 Tax Act Penalty 1996-01 2000-04

The Central Excise Act, i) Duty 2002-04 1944 ii) Duty 2005-06

Forum where dispute Rs. in is pending Million

Tribunal 2.16 Hon'ble High Court 4.31 Appellate Authority 5.73 CESTAT 25.78 Appellate Authority 2.75

10) The. Company has no accumulated losses as at 31st March, 2007 and it has not incurred any cash losses in the financial year ended on that date and 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 record examined by us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders except for a few minor delays in repayment.

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 and according to the information and explanations given to us, provisions of any special statute applicable to Chit Fund/Nidhi/Mutual Benefit Fund/Societies are not applicable to the Company.

14) According to the information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

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) The Company has made preferential allotment of shares to parties and companies covered in register maintained under Section 301 of the Companies Act against the warrants held. In our opinion and according to the information and explanations given to us the price at which the shares have been allotted has been calculated as per SEBI guidelines and the same is not prejudicial to the interest of the Company.

19) Since the Company had not issued any debentures during the year, the provisions of paragraph 4(xix) of the order are not applicable to the Company.

20) Since the Company has not raised any money by way of public issue during the year, the provisions of paragraph 4(xx) of the order are not applicable to the Company.

21) Based on our selective audit procedures performed and the 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 R M AJGAONKAR & ASSOCIATES Chartered Accountants R M AJGAONKAR Partner Membership No. 31927

Mumbai, 7th May, 2007


Mar 31, 2006

1. We have audited the attached Balance Sheet of JYOTI STRUCTURES LIMITED as at 31st March, 2006 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 (Auditors' 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 paragraphs 4 and 5 of the said Order. Attention of the members is invited to Notes Nos. 13, 14, 15, 16, 17 and 18 of the notes forming part of the accounts of the Company. No provisions are made against the dimunition in value of the shares of subsidiary companies as mentioned therein as the management is of the opinion that such dimunition is temporary. Similarly no provision is made for debts, loans and advances as mentioned in those paragraphs for the reasons mentioned therein.

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 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. Proper returns, documents and data adequate for the purposes of our audit have been received from the branches not visited by us. The Branch Auditors namely, Ernst & Young, Sultanate of Oman for the Oman Branch and Karim Rejeb, Chartered Accountant for the Tunisia Branch, have forwarded their audit report, whereas for the Ethiopia Branch, we have received only the certified trial balance certified by Taddesse Woldegabreil & Co., Addis Ababa, Ethiopia and those have been appropriately dealt with;

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account (and with the audited/certified returns from the branches);

(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 the information and explanations given to us and written representations received from the directors, as on 31st March, 2006, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2006 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(vi) 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, 2006;

(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.

For R.M. AJGAONKAR & ASSOCIATES Chartered Accountants R.M. AJGAONKAR Partner Membership No. 31927

Mumbai 11th May, 2006

ANNEXURE TO AUDITORS' REPORT

With reference to the Annexure referred to in paragraph 3 of the Auditors Report to the members of Jyoti Structures Ltd. ("the Company") on the financial statements for the year ended 31st March, 2006, we report that:

1) a) The Company is maintaining proper records showing full particulars including the quantitative details and situation of fixed assets.

b) The fixed assets have been physically verified by the management during the year. The intervals of verification are reasonable having regards to the size of the Company and nature of its business. No material discrepancies have been noticed on such verification.

c) The Company has not disposed off substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2) a) As explained to us, 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 explanation given to us, 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 has maintained reasonable records of inventory. 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 and the same have been properly dealt with, in the books of account.

3) a) The Company has granted unsecured loans to two of its subsidiaries and the total amount involved in transaction during the year is Rs. 548.74 Lacs and the balance outstanding as on 31st March, 2006 is Rs. 499.97 Lacs.

b) The loans are free of interest and other terms and conditions of loans are prima facie not prejudicial to the interest of the Company.

c) In the absence of specific stipulation, the company has not recovered the principle amount of the said interest free loan.

d) In absence of specific stipulation, there is no overdue amount of said loans outstanding.

e) The Company had taken unsecured loan from one of its subsidiaries and the amount involved in the transaction during the year is Rs. 54.61 Lacs and the balance outstanding at the end of the year is Rs. Nil.

f) The said loan was interest free and other terms and conditions of the loan were not prejudicial to the interest of the Company.

g) As the loan is repaid during the year we need not comment on the regularity of repayment of principal and interest.

4) In our opinion and according to information and explanations given to us, the Company has adequate internal control system commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, we have not noticed any major weakness in the internal control in respect of the above-mentioned areas.

5) a) Based on the records examined by us, we are of the opinion that the particulars of the Contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) In our opinion, and as per the information and explanations given to us, each of these transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6) Company has not accepted or held any deposits from the public during the year within the meaning of provisions of section 58A and 58AA or any relevant provisions of the Companies Act 1956 and rules made there under.

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 explanation 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 except Advance Income Tax for the current year with the appropriate authorities and there are no undisputed arrears of statutory dues as at the last day of the financial year outstanding for more than six months from the date they became payable.

b) According to the information and explanations given to us there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess, which have not been deposited with appropriate authorities on account of any

disputes other than those mentioned below :

Name of the Nature of dues Relating to various Years Statute Comprise in the period

The Sales i) Tax & Interest 1994-98 Tax Act ii) Penalty & Interest 1997-99 1996-01 iii) Tax 1996-98

The Central i) Duty 2002-04 Excise Act, 1944 ii) Duty 2004-05

Forum where dispute Rs. in is pending Lacs

Tribunal 18.64 Appellate Authority 2.34 Appellate Authority 30.33 Hon'ble High Court 44.36 CESTAT 257.79 Commissioner 3.18 (Appeals)

10) The Company has no accumulated losses as at 31st March, 2006 and it has not incurred any cash losses in the current and immediately preceding financial year.

11) According to the information and explanations given to us and based on the documents and the books and record examined by us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at Balance Sheet date.

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 and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to Chit Fund/Nidhi/Mutual Benefit Fund/ Societies. So the provisions of paragraph 4(xiii) of the Order are not applicable to the Company.

14) According to the information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15) The Company had given guarantee for loans taken by one of its Subsidiary Company from a bank, the terms and conditions whereof in our opinion are not prima-facie prejudicial to the interest of the Company. However this guarantee has since been extinguished.

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) The Company has not made any preferential allotment of shares to parties and companies covered in register maintained under section 301 of the Companies Act. However the company has allotted warrants to its promoters and the issue price for the warrants has been worked out as per SEBI guidelines. Such price is not prejudicial to the interest of the Company

19) The Company had not issued any debentures during the year. So the provisions of paragraph 4(xix) of the order are not applicable to the Company.

20) Since the Company has not raised any money by way of public issue during the year so the provisions of paragraph 4(xx) of the Order are not applicable to the company.

21) Based on our selective audit procedures performed and 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 year.

For P.M. AJGAONKAR & ASSOCIATES Chartered Accountants R.M. AJGAONKAR Mumbai, Partner 11th May, 2006 Membership No. 31927


Mar 31, 2005

We have audited the attached Balance Sheet of JYOTI STRUCTURES LIMITED as at 31st March, 2005 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.

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.

As required by the Companies (Auditors' 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 paragraphs 4 and 5 of the said Order. We also draw the attention Ott he members to Notes Nos. 13, 15, 16, 17, 18 and 19 of the notes forming part of the accounts of the Company.

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 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. Proper returns, documents and data adequate for the purposes of our audit have been received from the branches not visited by us. The Branch Auditors namely, Ernst & Young, Sultanate of Oman for the Oman Branch and Karim Rejeb, Chartered Accountant for the Tunisia Branch, have forwarded their audit report, whereas for the Ethiopia Branch, we have received only the certified trial balance certified by Taddesse Woldegabreil & Co., Addis Ababa, Ethiopia and those have been appropriately dealt with;

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account (and with the audited/certified returns from the branches);

(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 the information and explanations given to us and written representations received from the directors, as on 31st March, 2005, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2005 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(vi) 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, 2005;

(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.

For R M AJGAONKAR & CO. Chartered Accountants

Mumbai R M AJGAONKAR 26th May, 2005 Proprietor Membership No. 31927

ANNEXURE TO AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date)

1) a) The Company has partially updated its records showing particulars including the quantitative details and situation of fixed assets.

b) The fixed assets have been physically verified by the management during the year. The intervals of verification are reasonable having regards to the size of the Company, and nature of its business. No material discrepancies have been noticed on such verification.

c) The Company has not disposed off substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2) a) As explained to us, 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 explanation 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) The Company has maintained reasonable records of inventory. 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 and the same have been properly dealt with, in the books of account.

3) a) The Company has taken loans/advances of Rs. 52.61 Lacs from one of its Subsidiary Company and granted loans/advance of Rs. 121.19 Lacs to two of its subsidiary companies.

b) The terms and conditions of the interest free loans given or taken by the Company, Secured or Unsecured are prima facie not prejudicial to the interest of the Company.

c) The loans to/from subsidiaries are interest free and are payable on demand.

d) No steps have been taken by the Company for the recovery of principal in the absence of specific stipulation.

4) In our opinion and according to information and explanations given to us, the Company has adequate internal control procedures for purchase of inventory and fixed assets and for sale of goods commensurate with the size of the Company and the nature and complexity of the business. During the course of our audit no major weakness has been noticed in the internal control in respect of the above-mentioned areas.

5). a) The transactions, which were needed to be entered into the register in pursuance to Section 301 of the Companies Act have been so entered.

b) In our opinion, and as per the information and explanations given to us, each of these transactions have been made at prices which were reasonable having regard to the prevailing market prices at the relevant time.

6) Company has taken loans from parties, which can be classified as public deposits. However, all such deposits have been repaid as on balance sheet date. The Company, in general, has complied with 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, as it appears from the examination of the relevant records. The Company has not accepted any deposit from small depositors and there is no default by the Company in repayment of such deposit. We are informed by the Management that the Company Law Board has not passed any order under Sections 58A and'58AA of the Companies Act, in respect of the deposits accepted by the Company.

7) In our opinion, the Company needs to strengthen its Internal Audit System to cope up with the complexities arising out of the nature of its business, size and locations of its operations.

8) On the basis of information and explanation 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 has improved its regularity in respect of depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty and other statutory dues except Service Tax with the appropriate authorities and there are no undisputed arrears of statutory dues as at the last day of the financial year outstanding for more than six months from the date they became payable.

b) According to the information and explanations given to us the following is the list of outstanding Sales tax/Income Tax/Custom Duty/Wealth Tax/Excise Duty/Cess, which were not deposited on account.of any dispute:

Name of the Nature of dues Statute

The Sales Tax Act i) Levy of WCT on Zinc & BOC along with Interest & Penalty

ii) Arbitrary determination of turnover/ disallowance of deduction for labour charges/Levy of Penalty & Interest and Non-consideration of TDS WCT certificates

iii) Disallowance of the deduction of Freights from Taxable Turnover and imposition of CST on that.

The Central Excise i) Excise Duty exemption certificate Act, 1944 issued earlier, later withdrawn by APTRANSCO.

ii) Modvat credit disallowed on Invoices issued by Traders/Deemed credit disallowed/Modvat credit taken on M S Angles disallowed/Service Tax on Goods Transport Operators.

Forum where dispute is Rs. In pending Lacs

S.T. Tribunal, Mumbai 18.64

i) The Karnataka 2.34 Appellate Authority

ii) Patna/Bihar 30.33 Appellate Authority

Hon'ble High Court of 44.36 Chattisgarh, Bilaspur

Addl. Commissioner 257.79 (Appeals), Raipur, Chhatisgarh State.

Addl. Commissioner 31.15 (Appeals), Raipur, Chhatisgarh State.

10) The Company has no accumulated losses at the year-end and it has not incurred any cash losses in the current and immediately preceding financial year.

11) According to the information and explanations given to us and based on the documents and the books and record examined by us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders- as at Balance Sheet Date.

12) According to the information and explanations given to us and based on the documents and 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 and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to Chit Fund/Nidhi/Mutual Benefit Fund/Societies.

14) In respect of dealing/trading in shares, securities and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares and other securities have been held by the company in its own name.

15) According to the information and explanations given to us, the Company has given guarantee for loans taken by one of its Subsidiary Company from a bank, the terms and conditions whereof in our opinion 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 and no long-term funds have been used to finance short-term assets (excludes permanent working capital).

18) The Company has made preferential issue of shares during the year. None of the allottees are parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19) The Company had created adequate securities in respect of debentures issued. These debentures were repaid in full during the year.

20) The Company has not made any public issue during the year. The Management has disclosed the end use of money raised by way of allotment of shares on preferential basis and the same has been verified.

21) Based on our verification and as per the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the year.

For R M AJGAONKAR & CO. Chartered Accountants

R M AJGAONKAR Proprietor Mumbai, May 26, 2005 Membership No. 31927


Mar 31, 2004

We have audited the attached Balance Sheet of JYOTI STRUCTURES LIMITED as at 31st March, 2004 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 Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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.

As required by the Companies (Auditors 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 paragraphs 4 and 5 of the said Order. We also draw the attention of the members to Notes Nos. 13,14,15,16,17 and 18 of the notes forming part of the accounts of the Company.

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 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. Proper returns, documents and data adequate for the purposes of our audit have been received from the branches not visited by us. The Branch Auditors namely, Ernst & Young, Sultanate of Oman for the Oman Branch have forwarded their audit report whereas for the Ethiopia Branch, we have received only the certified trial balance certified by Taddesse Woldegabreil & Co., Addis Ababa, Ethiopia and those have been appropriately dealt with;

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account (and with the audited/certified returns from the branches);

(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 the information and explanations given to us and written representations received from the directors, as on 31st March, 2004, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2004 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(vi) 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, 2004;

(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.

For R.M. AJGAONKAR & CO. Chartered Accountants R.M.AJGAONKAR Proprietor Mumbai, June 5, 2004 Membership No. 31927

ANNEXURE TO AUDITORS REPORT (Referred to in Paragraph 3 of our report of even date)

1. The Company is still in the process of updating the records showing full particulars, including quantitative details and situation of fixed assets. This process needs to be expedited. We are informed that fixed assets have been physically verified by the management during the year as per the programme of verification. In our opinion the frequency of verification is reasonable having regards to the size of the Company, nature of its business, value of the fixed assets and the location of fixed assets. No material discrepancies have been noticed on such verification. There was no substantial disposal of fixed assets during the year.

2. The management has conducted physical verification of inventory at reasonable intervals. 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. The Company has maintained reasonable records of inventory. The discrepancies noticed on verification between the physical stocks and available book records were not material in relation to the size and operations of the Company and the same have been properly dealt with, in the books of account

3. The Company has taken loans/advances from two of its Subsidiary Companies and granted loans/advance to one of its subsidiaries. The net combined outstanding balance as on 31st March, 2004 for its Subsidiary Companies is Rs. 3.02 Lacs. All the loans given are interest free and there are no specific conditions for the repayment of the same. However, considering the relation of holding and subsidiary Company status between the parties the transactions of the loan are prima facie not prejudicial to the interest of the company. There is no stipulated schedule of repayment of principal and no steps have been taken by the Company for recovery of principal in absence of specific stipulation.

4. In our opinion and according to information and explanations given to us, the Company has internal control procedures for purchase of inventory and fixed assets and for sale of goods. However, the Company needs to strengthen the internal control procedures to make them adequate and commensurate with the size of the Company and the nature and complexity of the business.

5. The transactions which were needed to be entered into the register in pursuance to section 301 of the Companies Act have been so entered. In our opinion, each of these transactions have been made at prices which were reasonable having regards to the prevailing market prices at the relevant time.

6. Company has taken loans from parties which can be classified as public deposits. The Company, in general, has complied with 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, as it appears from the examination of the relevant records. The Company, has not accepted any deposit from small depositors and there is no default by the Company in repayment of such deposit. We are informed by the Management that the National Company Law Tribunal has not passed any order under sections 58A and 58AA of the Companies Act, in respect of the deposits accepted by the Company

7. In our opinion, the Company needs to strengthen its Internal Audit System to cope up with the complexities arising out of the nature of its business and size and locations of its operations.

8. On the basis of information and explanation 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. The Company has improved its regularity in respect of depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty and other statutory dues with the appropriate authorities and there are no undisputed arrears of statutory dues as at the last day of the financial year outstanding for more than six months from the date they become payable.

According to the information and explanations given to us the following is the list of outstanding Sales Tax/Income Tax/Custom Duty/Wealth Tax/Excise Duty/Cess which were not deposited on account of any dispute.

Name of the Nature of dues Rs. in Lacs Forum where dispute Statute is pending

The Sales Tax Act (i) Levy of WCT on Zinc & BOC 18.64 S.T.Tribunal, Mumbai along with Interest & Penalty

(ii) Arbitrary determination of 41.17 Asst.Commissioners of turnover/disallowance of Sales/Tax Appealate deduction for labour charges/ Authority/Maharashtra Levy of Penalty & Interest and & Other states Non-consideration of TDS WCT certificates

The Central (i) Excise duty 257.79 Various Commissioners Excise Act, 1944 exemption (Appeals), Raipur, certificate Chhatisgarh issued earlier, later State. withdrawn by APTRANSCO

(ii) Modvat credit disallowed on 34.22 Various Commissioners Invoices issued by Traders/ (Appeals), Raipur, Deemed credit disallowed/ Chhatisgarh State. Modvat credit taken on M S Angles disallowed.

10. The accumulated losses of the Company at the end of the financial year are set off against the reserves and surplus. There are no net accumulated losses at the end of the financial year. The Company has not incurred any cash losses in the current and immediately preceding financial year.

11. The Company has not defaulted in repayment of Dues to Financial Institutions, Banks or Debenture Holders as at Balance Sheet date except towards interest amount of 30.15 Lacs which fell due on 22/03/2004 and was actually paid on 07/04/2004.

12. According to the information and explanations given to us and based on the documents and 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 and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to Chit Fund/Nidhi/Mutual Benefit Fund/Societies.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and any other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by its subsidiaries, associates or others, from banks or financial institutions.

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, the fund raised on short term basis are generally not used for long term investment and vice versa.

18. The Company has made preferential issue of shares during the year. None of the allottees are parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. The Company has created securities in respect of debentures issued.

20. The Company has not made any public issue during the year. The Management has disclosed the end use of money raised by way of allotment of shares on preferential basis and the same has been verified.

21. Based on our verification and as per the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the year.

For R.M. AJGAONKAR & CO. Chartered Accountants R.M.AJGAONKAR Proprietor Mumbai, June 5, 2004 Membership No. 31927


Mar 31, 2003

We have audited the attached Balance Sheet of JYOTI STRUCTURES LIMITED as at 31st March, 2003 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 Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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.

As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 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 paragraphs 4 and 5 of the said Order. We also draw the attention of the members to Notes Nos. 16, 17, 18, 19 and 21 of the notes forming part of the accounts of the Company.

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 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. Proper returns, documents and data adequate for the purposes of our audit have been received from the branches not visited by us.

The Branch Auditors namely, Ernst & Young, Sultanate of Oman for the Oman Branch and Taddesse Woldegabreil & Co., Addis Ababa, Ethiopia for the Ethiopia Branch have forwarded their reports and those have been appropriately dealt with;

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account (and with the audited returns from the branches);

(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 the information and explanations given to us and written representations received from the directors, as on 31st March, 2003, and taken on record by the Board of Directors, we report that none of the directors is dis-qualified as on 31st March, 2003 from being appointed as a director in terms of clause (g) of sub-section (1) pf Section 274 of the Companies Act, 1956;

(vi) 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, 2003;

(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.

For R.M. AJGAONKAR & CO. Chartered Accountants Mumbai R.M.AJGAONKAR 30th June, 2003 Proprietor

ANNEXURE TO THE AUDITORS REPORT (Referred to in Paragraph 1 of our report of even date)

1 The Company is in the process of updating the records showing particulars including quantitative details and situation of the fixed assets. This process needs to be expedited. Not all the assets have been physically verified by the management during the year, but there is a regular programme of verification which in our opinion is reasonable, having regard to the size of the Company, nature of its business, value of the fixed assets and the location of fixed assets. As informed to us, no material discrepancies were noticed on such verification as compared to the book records.

2. None of the fixed assets have been revalued during the year.

3. The stocks have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

4. In our opinion and according to the information and explanations given to us, the procedures for physical verification of stocks followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

5. The discrepancies noticed on verification between the physical stocks and available book records were not material in relation to the operations of the Company and the same have been properly dealt with, in the books of account.

6. In our opinion and according to the information and explanations given to us, the valuation of stock is fair and proper, in accordance with the normally accepted accounting principles and is generally on the same basis as in the proceeding year. We draw attention of the Members to Note No. 12 of the Notes forming part of accounts of the Company.

7. In our opinion and according to the information and explanations given to us, the rates of interest and other terms and conditions of loans, secured or unsecured, taken by the Company from companies, firms and other parties listed in the register maintained under Section 301 of the Companies Act, 1956 and/or from companies under the same management as defined under Section 370 (1 B) of the Companies Act, 1956 are not prima facie prejudicial to the interest of the Company.

8. In our opinion and according to the information and explanations given to us, the rates of interest, wherever chargeable and other terms and conditions of loans, secured or unsecured, granted by the Company to companies, firms or other parties listed in the register maintained under Section 301 and/or to the companies under the same management as defined under Section 370(1 B) of the Companies Act, 1956 are not prima facie prejudicial to the interest of the Company.

9. In our opinion and according to the information and explanations given to us, the parties to whom the loans or advances in the nature of loans have been given by the Company are generally repaying the principal amounts as mutually agreed and are generally regular in payment of interest, wherever charged except for two parties. We draw attention of the members to Note Nos. 20 and 22 of the Notes forming part of the accounts of the Company.

10. In our opinion and according to the information and explanations given to us, the internal control procedures need further strengthening to be commensurate with the size of the company and the nature and complexity of its business with regard to purchase of stores, raw materials including components, plant and machinery, equipments and other assets and for sale of goods.

11. In our opinion, the transactions of purchases of goods and materials and sale of goods, materials and services, made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, and aggregating during the year to Rs. 50,000 or more in respect of each party, were made at prices which were reasonable having regard to the prevailing market prices for such goods or materials or services or the prices at which transactions for similar goods, materials or services were made with other parties, wherever applicable.

12. As explained to us, the Company has a regular procedure for the determination of unserviceable or damaged stores, raw materials and finished goods. Adequate provision has been made in the accounts for the loss arising on the items so determined.

13. In our opinion and according to the information and explanations given to us, the Company has generally complied with the provisions of Section 58A of the Companies Act, 1956, and the rules framed thereunder with regard to the deposits accepted.

14. In our opinion, the Company has maintained reasonable records for sale and disposal of realisable by-products and scrap.

15. In our opinion, the Company needs strengthening of its internal audit system to cope up with the complexities arising out of the nature of its business and size and locations of its operations.

16. The Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for the products of the Company.

17. During the year, the Company has not been regular in depositing Provident Fund and Employees State Insurance dues with the appropriate authorities.

18. According to the books and records examined by us and the information and explanations given to us, there were no undisputed amounts payable in respect of Income-tax, Wealth-tax, Sales Tax, Customs Duty and Excise Duty which had remained outstanding as at 31st March, 2003 for a period exceeding six months from the date they became payable.

19. According to the information and explanations given to us and the records of the Company examined by us, prima facie, no personal expenses have been charged to revenue account other than those payable under contractual obligations or in accordance with the generally accepted business practices.

20. The Company is not a Sick Industrial Company within the meaning of clause (o) of Section 3(1) of the Sick Industrial Companies (Special Provisions) Act, 1985.

21. As per the information and explanations given to us, in respect of trading activities of the related products, the Company has a procedure for determining damaged goods and adequate provision has been made for loss, if any.

22. In respect of service activities, the Company has a reasonable system of recording receipts, issues and consumption of materials and stores and allocation of the materials consumed to the relevant jobs commensurate with its size and nature of business, wherever applicable.

23. In respect of service activities, the system of the Company provides for a reasonable allocation of man-hours utilised to the relative jobs, commensurate with its size and nature of business, wherever applicable.

24. In our opinion and according to the information and explanations given to us, there is a reasonable system of authorisation at proper levels and necessary controls on the issue of stores and where applicable, on allocation of stores and labour to jobs and there is a system of internal control generally commensurate with the size of the Company and the nature of its business.

For R.M. AJGAONKAR & CO., Chartered Accountants Mumbai R.M. AJGAONKAR 30th June, 2003 Proprietor


Mar 31, 2002

We have audited the attached Balance Sheet of JYOTI STRUCTURES LIMITED as at 31st March, 2002 and also the Profit and Loss Account 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.

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.

As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 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 paragraphs 4 and 5 of the said Order. We also draw the attention of the members to Notes Nos. 21, 22, 23, 24 and 26 of the notes forming part of the accounts of the Company.

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 purposes of our audit, in some cases, the information is based on xerox copies of documents since we were informed that the originals had been submitted to financiers for discounting;

(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. Proper returns adequate for the purposes of our audit have been received from the branches not visited by us. The Branch Auditors namely, Ernst & Young, Sultanate of Oman for the Oman Branch and Taddesse Woldegabreil & Co., Addis Ababa, Ethiopia for the Ethiopia Branch have forwarded their reports to the Company and those have been appropriately dealt with;

(iii) the Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account;

(iv) in our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1 956;

(v) on the basis of the information and explanations given to us and written representations received from the directors, as on 31st March, 2002, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2002 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(vi) 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, 2002; and

(b) in the case of the Profit and Loss Account, of the Loss for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in Paragraph 1 of our report of even date)

1. The Company is in the process of updating the records showing particulars including quantitative details and situation of the fixed assets. Not all the assets have been physically verified by the management during the year, but there is a regular programme of verification which in our opinion is reasonable, having regard to the size of the Company, nature of its business and value of the fixed assets. As informed to us, no material discrepancies were noticed on such verification as compared to the book records.

2. None of the fixed assets have been revalued during the year.

3. The stocks have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

4. In our opinion and according to the information and explanations given to us, the procedures for physical verification of stocks followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

5. The discrepancies noticed on verification between the physical stocks and available book records were not material in relation to the operations of the Company and the same have been properly dealt with, in the books of account.

6. In our opinion and according to the information and explanations given to us, the valuation of stock is fair and proper, in accordance with the normally accepted accounting principles and is on the same basis as in the proceeding year.

7. In our opinion and according to the information and explanations given to us, the rates of interest and other terms and conditions of loans, secured or unsecured, taken by the Company from companies, firms and other parties listed in the register maintained under Section 301 of the Companies Act, 1956 and/or from companies under the same management as defined under Section 370 (1 B) of the Companies Act, 1956 are not prima facie prejudicial to the interest of the Company.

8. In our opinion and according to the information and explanations given to us, the rates of interest, wherever chargeable and other terms and conditions of loans, secured or unsecured, granted by the Company to companies, firms or other parties listed in the register maintained under Section 301 and/ or to the companies under the same management as defined under Section 370(1 B) of the Companies Act, 1956 are not prima facie prejudicial to the interest of the Company.

9. In our opinion and according to the information and explanations given to us, the parties to whom the loans or advances in the nature of loans have been given by the Company are generally repaying the principal amounts as mutually agreed and are generally regular in payment of interest, wherever charged except for two parties. We draw attention of the members to Note No. 25 and 27 of the Notes forming part of the accounts of the Company.

10. In our opinion and according to the information and explanations given to us, the internal control procedures need further strengthening to be commensurate with the size of the company and the nature and complexity of its business with regard to purchase of stores, raw materials including components, plant and machinery, equipments and other assets and for sale of goods.

11. In our opinion, the transactions of purchases of goods and materials and sale of goods, materials and services, made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, and aggregating during the year to Rs. 50,000 or more in respect of each party, were made at prices which were reasonable having regard to the prevailing market prices for such goods or materials or services or the prices at which transactions for similar goods, materials or services were made with other parties, wherever applicable.

12. As explained to us, the Company has a regular procedure for the determination of unserviceable or damaged stores, raw materials and finished goods. Adequate provision has been made in the accounts for the loss arising on the items so determined.

13. In our opinion and according to the information and explanations given to us, the Company has generally complied with the provisions of Section 58A of the Companies Act, 1956, and the rules framed thereunder with regard to the deposits accepted.

14. In our opinion, the Company has maintained reasonable records for sale and disposal of realisable by-products and scrap.

15. In our opinion, the Company needs strengthening of its interne/ audit system to cope up with the complexities arising out of its nature of its business and size and location of its operation.

16. The Central Government has not prescribed maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 for the products of the Company.

17. During the year, the Company has generally been regular in depositing Provident Fund and Employees State Insurance dues with the appropriate authorities, wherever applicable.

18. According to the books and records examined by us and the information and explanations given to us, there were no undisputed amounts payable in respect of Income-tax, Wealth-tax, Sales tax, Customs Duty and Excise Duty which had remained outstanding as at 31st March, 2002 for a period exceeding six months from the date they became payable except an amount of Rs. 3,41,652 in respect of Sales Tax which has been subsequently paid on 14th May, 2002.

19. According to the information and explanations given to us and the records of the Company examined by us, prima facie, no personal expenses have been charged to revenue account other than those payable under contractual obligations or in accordance with the generally accepted business practices.

20. The Company is not a Sick Industrial Company within the meaning of clause (o) of Section 3(1) of the Sick industrial Companies (Special Provisions) Act, 1985.

21. As per the information and explanations given to us, in respect of trading activities, the Company has a procedure for determining damaged goods and adequate provision has been made for loss, if any.

22. In respect of service activities, the Company has a reasonable system of recording receipts, issues and consumption of materials and stores and allocation of the materials consumed to the relevant jobs commensurate with its size and nature of its business, wherever applicable.

23. In respect of service activities, the system of the Company provides for a reasonable allocation of man-hours utilised to the relative jobs, commensurate with its size and nature of its business, wherever applicable.

24. In our opinion and according to the information and explanations given to us, there is a reasonable system of authorisation at proper levels and necessary controls on the issue of stores and where applicable, on allocation of stores and labour to jobs and there is a system of internal control generally commensurate with the size of the Company and the nature of its business.

For R.M. AJGAOIMKAR & CO. Chartered Accountants

Mumbai R.M. AJGAONKAR 29th June, 2002 Proprietor

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