Jain Irrigation Systems Ltd

TO THE MEMBERS

To

The Members of Jain Irrigation Systems Limited

1) We have audited the attached Balance Sheet of Jain Irrigation Systems Limited(‘the Company’) as at March 31, 2011, the Profit and Loss account and the CashFlow statement for the year ended on that date annexed thereto. These financial statementsare the responsibility of the Company’s management. Our responsibility is to expressan opinion on these financial statements based on our audit.

2) We conducted our audit in accordance with auditing standards generally accepted inIndia. Those Standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. Anaudit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provides a reasonable basisfor our opinion.

3) As required by the Companies (Auditor’s Report) Order, 2003, (as amended)issued by the Central Government of India in terms of Sub – section(4A) of section227 of ‘The Companies Act 1956’ of India (The ‘Act’) and on the basisof such checks of the books and records of the company as we considered appropriate andaccording to the information and explanations given to us, we given in the annexure astatement on the matters specified in the paragraphs 4 and 5 of the said Order.

4) Further to our comments in the paragraph 3 above, we report that:

i) We have obtained all the information and explanations, which to the best of ourknowledge 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 theCompany so far as appears from our examination of those books;

iii) The balance sheet, the profit and loss account and the cash flow statement dealtwith by this report are in agreement with the books of account;

iv) In our opinion, the balance sheet, the profit and loss account and the cash flowstatement dealt with by this report comply with the accounting standards referred to insub-section (3C) of section 211 of the Companies Act, 1956.

v) On the basis of the written representations received from the directors, as on March31, 2011, and taken on record by the Board of Directors, we report that none of thedirectors is disqualified as on March 31, 2011 from being appointed as a director in termsof 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 explanationsgiven 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 accountingprinciples generally accepted in India;

a) in the case of the balance sheet, of the state of affairs of the Company as at March31, 2011;

b) in the case of the profit and loss account, of the profit for the year ended on thatdate; and

c) in the case of cash flow statement, of the cash flows for the year ended on thatdate.

ANNEXURE TO AUDITORS’ REPORT

Referred to in paragraph 3 of the Auditors’ Report of even date to the members ofJain Irrigation Systems Limited on the financial statements for the year ended March 31,2011

1) (a) The Company has maintained proper records showing full particulars, includingquantitative details and situation of fixed assets.

(b) As explained to us, some of the fixed assets have been physically verified by themanagement under the phased programme of physical verification, which in our opinion, isreasonable having regard to the size of the company and the nature of its assets. Thefrequency of verification is reasonable and no material discrepancies have been noticed onsuch physical verification.

(c) In our opinion and according to the information and explanations given to us, asubstantial part of fixed assets has not been disposed off by the company during the year.

2) (a) The inventory has been physically verified by the management during the year. Inrespect of inventory lying with third parties, these have substantially been confirmed bythem. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the Company and the nature of itsbusiness.

(c) On the basis of our examination of inventory records, in our opinion, the Companyis maintaining proper records of inventory. The discrepancies noticed on physicalverification of inventory as compared to book records were not material.

3) As informed, the Company has not granted/taken any loans, secured or unsecured tocompanies, firms or other parties covered in the register maintained under section 301 ofthe Companies Act, 1956. Accordingly, paragraphs (iii) (b), (c), (d), (f) and (g) of theCompanies (Auditors Report) Order 2003 (as amended) are not applicable.

4) In our opinion and according to the information and explanations given to us, thereexists an adequate internal control system commensurate with the size of the Company andthe nature of its business with regard to purchase of inventory, fixed assets and withregard to the sale of goods and services. During the course of our audit, we have neithercome across nor have been informed of any continuing failure to correct weakness ininternal control system of the company.

5) According to the information and explanations given to us, there have been nocontracts or arrangements referred to in section 301 of the Act during the year to beentered in the register required to be maintained under that section. Accordinglycommenting on transactions made in pursuance of such contracts or arrangements does notarise.

6) The company has not accepted any deposits from the public within the meaning ofSections 58A and 58AA of the Act and the rules framed there under.

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

8) We have broadly reviewed the books of account maintained by the company in respectof products where, pursuant to the Rules made by the Central Government of India, themaintenance of cost records has been prescribed under clause (d) of sub-section (1) ofSection 209 of the Act and we are of the opinion that prima facie, the prescribed accountsand records have been made and maintained.

9) (a) The Company is generally regular in depositing with appropriate authoritiesundisputed statutory dues including provident fund, investor education and protectionfund, employees’ state insurance, income-tax, sales-tax, wealth-tax, service tax,customs duty, excise duty, cess and other material statutory dues applicable to it.

Further, since the Central Government has till date not prescribed the amount of cesspayable under section 441A of the Companies Act,1956, we are not in a position to commentupon the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanations given to us, no undisputed amountspayable in respect of provident fund, investor education and protection fund,employees’ state insurance, income-tax, wealth-tax, service tax, sales-tax, customsduty, excise duty, cess and other undisputed statutory dues were outstanding, at the yearend, for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and the records of theCompany examined by us, the particulars of dues outstanding of, sales tax, service tax andexcise duty on account of any dispute are as follows:

According to the information and explanation given to us, there are no dues of wealth– tax, income tax, custom duty and cess, which have not been deposited on account ofany dispute.

10) The Company has no accumulated losses as at 31st March 2011 and it has not incurredany cash losses in the financial year ended on that date or in the immediately precedingfinancial year.

11) In our opinion and according to the information and explanations given to us, theCompany has not defaulted in repayment of dues to a financial institution, bank ordebenture holders during the year.

12) The company has not granted any loans and advances on the basis of security by wayof pledge of shares, debentures and other securities.

13) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund /society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor’sReport) Order, 2003 (as amended) are not applicable to the Company.

14) In our opinion, the company is not dealing in or trading in shares, securities,debentures and other investments. Accordingly, the provisions of clause 4(xiv) of theCompanies (Auditor’s Report) Order, 2003 (as amended) are not applicable to theCompany.

15) According to the information and explanations given to us, and the representationmade by the management, the Company has given guarantee for loans taken by itssubsidiaries. In our opinion, the terms and conditions of the guarantees given by thecompany, for loans taken by others from banks or financial institutions during the year,are not prejudicial to the interest of the Company.

16) In our opinion, and according to information and explanations given to us, the termloans have been applied for the purpose for which the loans were raised.

17) According to the information and explanations given to us and on an overallexamination of the balance sheet of the Company, there are no funds raised on short-termbasis have been used for long-term investment.

18) According to the information and explanations given to us, the company has not madepreferential allotment of shares to parties and companies covered in the registermaintained under section 301 of the Act.

19) According to the information and explanations given to us, during the periodcovered by our audit report, the Company has not issued any debentures.

20) The Company has not raised any money by public issue during the year.

21) During the course of our examination of the books and records of the company,carried out in accordance with the generally accepted auditing practices in India, andaccording to the information and explanations given to us, we have neither come across anyinstance of fraud on or by the company, noticed or reported during the year, nor have webeen informed of such case by the management.

(As per sub clause V of Clause 49 Corporate Governance of Listing Agreement)

To,

The Board of Directors,

Jain Irrigation Systems Ltd.,

Jain Plastic Park,

N.H.No.6, Bambhori,

Jalgaon-425001

Sub : CEO/ CFO Certification (As per sub clause V of Clause 49 Corporate Governance ofListing Agreement)

Dear Sir / Madam,

I, Anil B. Jain Chief Executive Officer / Managing Director and Manoj L. Lodha,President -Finance and Banking of Jain Irrigation Systems Ltd., do hereby jointly declareand certify that:

a) We have reviewed financial statements and the cash flow statement of the Company forthe year ended 31st March, 2011 and that to the best of our knowledge and belief.

(i) These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading.

ii) These statements together with the schedules and notes thereon present a true andfair view of the Company’s affairs for the year ended 31st March, 2011 and are incompliance with existing accounting standards, application laws and regulations.

b) There are, to the best of our knowledge and belief, no transactions entered into bythe Company during the year which are fraudulent, illegal or violative of theCompany’s code of conduct.

c) We accept responsibility for establishing and maintaining internal controls forfinancial reporting and that we have evaluated the effectiveness of internal controlsystems of the Company and we have disclosed to the auditors and we and the Auditcommittee, deficiencies in the design or operation of internal controls, if any, of whichwe are aware and the steps we have taken or propose to take action to rectify thesedeficiencies.

d) We have indicated to the Statutory Auditors and the Audit Committee;

i) Significant changes in internal control during the year under review;

ii) Significant changes in accounting policies during the year and the same have beendisclosed in the notes to the financial statements; and

iii) There are no instances of significant fraud of which we have become aware and theinvolvement therein, if any, of the management or an employee having a significant role inthe Company’s internal control system.