1.  We have audited the attached Balance Sheet of Aegis Logistics
 Limited (the Company) as at 31st March, 2011, the Profit and Loss
 account and the Cash Flow statement of the Company for the year ended
 on that date, both annexed thereto. These financial statements are the
 responsibility of the Companys Management. Our responsibility is to
 express an opinion on these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with the auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by the Management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 3.  As required by the Companies (Auditors Report) Order, 2003 (CARO)
 issued by the Central Government in terms of Section 227 (4A) of the
 Companies Act, 1956 we enclose in the Annexure, a Statement on the
 matters specified in paragraphs 4 and 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report as follows:-
 
 a) We have obtained all the information and explanations which to the
 best of our knowledge and beliefwerenecessaryforthepurposesofouraudit;
 
 b) In our opinion, proper books of accountas required by law have been
 kept by the Company so far as appears from our examination of those
 books;
 
 c) The Balance Sheet, the Profit and Loss account and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 d) In our opinion, the Balance Sheet, the Profit and Loss account and
 the Cash Flow Statement dealt with by this report are in compliance
 with the Accounting Standards referred to in Section 211(3C) of the
 Companies Act, 1956;
 
 e) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts give the information
 required by the Companies Act, 1956, in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India:
 
 i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2011;
 
 ii) in the case of the Profit and Loss account, of the profit of the
 Company for the year ended on that date; and
 
 iii) in the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 5.  On the basis of the written representations received from the
 Directors as on 31st March, 2011 taken on record by the Board of
 Directors, we report that none of the Directors is disqualified as on
 31st March, 2011 from being appointed as a Director in terms of Section
 274(l)(g) of the Companies Act, 1956.
 
 Annexure to the Auditors Report (Referred to in paragraph 3 of our
 report of even date on the accounts for the year ended 31st March, 2011
 of Aegis Logistics Limited (the Company)
 
 (i) Having regard to the nature of the Companys activities, clauses
 (xiii) and (xiv) of CARO are not applicable
 
 (ii) In respect of its fixed assets:
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of the fixed assets.
 
 (b) The fixed assets were physically verified during the year by the
 Management in accordance with a regular programme of verification
 which, in our opinion, provides for physical verification of all the
 fixed assets at reasonable intervals. According to the information and
 explanations given to us, no material discrepancies were noticed on
 such verification.
 
 (c) The fixed assets disposed off during the year, in our opinion, do
 not constitute a substantial part of the fixed assets of the Company
 and such disposal has, in our opinion, not affected the going concern
 status of the Company
 
 (iii) Inrespect of its inventory:
 
 (a) As explained to us, the inventories were physically verified during
 the year by the Management at reasonable intervals.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 followed by the Management were reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 (c) In our opinion and according to the information and explanations
 given to us, the Company has maintained proper records of its
 inventories and no material discrepancies were noticed
 onphysicalverification.
 
 (iv) According to the information and explanations given to us the
 Company has neither granted nor taken any loans, secured or unsecured,
 to or from companies, firms or other parties covered in the
 Register maintained under Section 301 of the Companies Act 1956.
 
 In view of what has been stated above, sub-clauses (b), (c), (d), (f)
 and (g) of clause (iii) of CARO are not applicable to the Company for
 the year.
 
 (v) In our opinion and according to the information and explanations
 given to us, there are adequate internal control systems commensurate
 with the size of the Company and the nature of its business for the
 purchase of inventory and fixed assets and for the sale of goods and
 services. Further, on the basis of our examination of the books and
 records of the Company, we have neither come across nor have been
 informed of any continuing failure to correct major weaknesses in the
 aforesaid internal control systems.
 
 (vi) According to the information and explanations given to us, there
 are no contracts or arrangements that need to be entered into a
 Register in pursuance of Section 301 of the Companies Act, 1956.
 Hence, we have no comments to offer in respect of clause v (b) of CARO.
 
 (vii) In our opinion and according to the information and explanations
 given to us, the Company has complied with the provisions of Sections
 58A and 58AA or any other relevant provisions of the Companies Act,
 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard
 to the deposits accepted from the public. According to the information
 and explanations given to us, no order has been passed by the Company
 Law Board or the National Company Law Tribunal or the Reserve Bank of
 India or any Court or any other Tribunal.
 
 (viii) In our opinion, the internal audit functions carried out during
 the year by a firm of Chartered Accountants appointed by the Management
 have been commensurate with the size of the Company and the nature of
 its business
 
 (ix) We are informed that maintenance of Cost Records has not been
 prescribed by the Central Government under Section 209(1) (d) of the
 Companies Act, 1956 for any of the products of the Company
 
 (x) According to the information and explanations given to us in
 respect of statutory dues:
 
 (a) The Company has been generally regular in depositing undisputed
 dues, including Provident Fund, Investor Education and Protection Fund?
 Employees State Insurance?  Income tax, Sales tax, Wealth Tax, Service
 Tax, Custom Duty, Excise Duty, Cess and other material statutory dues
 applicable to it with the appropriate authorities.
 
 (b) There were no undisputed amounts payable in respect of Provident
 Fund, Investor Education and Protection Fund, Employees State
 Insurance, Income tax, Sales tax, Wealth Tax, Service Tax, Custom Duty,
 Excise Duty, Cess and other material statutory dues in arrears as at 31
 * March, 2011 for a period of more than six months from the date they
 became payable.
 
 (c) According to the records of the Company, there are no dues of Sales
 tax, Income tax, Custom duty, Wealth tax, Service Tax, Excise duty and
 Cess, which have not been deposited on account of any dispute.
 
 (xi) The Company has no accumulated losses as at 31st March, 2011 and
 has not incurred any cash losses during the financial year covered by
 our audit and the immediately preceding financial year.
 
 (xii) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in the repayment of dues to
 banks, financial institutions and debenture holders.
 
 (xiii) According to the information and explanations given to 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.
 
 (xiv) The Company has given guarantees amounting to Rs. 18,900 lacs for
 loans taken by its subsidiaries from banks and against the credits
 availed by the subsidiaries from the suppliers. In our opinion and
 according to the information and explanations given to us, the terms
 and conditions, of such guarantees, are not prima facie prejudicial to
 the interest of the Company.
 
 (xv) In our opinion and according to the information and explanations
 given to us, the term loans have been applied for the purposes for
 which they were obtained, other than temporary deployment pending
 application.
 
 (xvi) In our opinion and according to the information and explanations
 given to us and on an overall examination of the Balance Sheet, we
 report that funds raised on short-term basis have not been used during
 the year for long- term investment.
 
 (xvii) The Company has not made any preferential allotment of shares to
 parties and companies covered in the Register maintained under Section
 301 ofthe Companies Act 1956 during the year.
 
 (xviii) According to the information and explanations given to us, the
 Company has created securities / charges in respect of debentures
 issued and outstanding at the year end
 
 (xix) The Company has not raised any money by public issue during the
 year.
 
 (xx) To the best of our knowledge and according to the information and
 explanations given to us, no fraud by the Company and no fraud on the
 Company has been noticed or reported during the year.
 
                                        For DELOITTE HASKINS & SELLS
 
                                               Chartered Accountants
 
                                           (Registration No. 117366W)
 
                                                     R. LAXMIKARAYAN
 Place :Mumbai                                               Partner
 
 Dated: 30th May, 2011.                         Membership No: 33023