1.  We have audited the attached Balance Sheet of AUTOLITE (INDIA)
 LIMITED as at 31st March, 2012 and also the Profit & Loss Account of 
 the Company for the year ended on that date, annexed thereto and the 
 Cash Flow Statement for the year ended on that date which we have 
 signed under reference to this report. 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 mis-statements.  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 statements
 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 Section 227(4-A)
 of the Companies Act, 1956, we give in the Annexure a Statement on the
 matters specified in paragraphs 4 & 5 of the said order.
 
 4.  Further to our comments in the Annexure referred to in paragraph
 (1) above :
 
 (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 accounts as required by law have
 been kept by the Company, so far as appears from our examination of the
 books.
 
 (c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of accounts.
 
 (d) In our opinion, the Profit & Loss Account, Balance Sheet and Cash
 Flow statement comply with the Accounting Standards referred to in
 sub-section (3C) of Section 211 of the Companies Act, 1956 except for
 AS-9 (Revenue Recognition) and AS-29 (Provisions, Contingent
 Liabilities and Contingent Assets) as detailed in Note No.46 & 49 of
 Balance Sheet & AS-22 (Accounting for Taxes on Income) as detailed in
 Note No. 45 of Balance sheet.
 
 (e) On the basis of written representations received from the Directors
 as on 31st March 2012 and taken on record by the Board of Directors, we
 report that none of the Director is disqualified from being appointed
 as a Director in terms of Clause (g) of Sub-section (1) of Section 274
 of the Companies Act, 1956.
 
 (f) (i) As reported in Annexure to the Auditors'' Report para No.
 IX(a) the
 
 Company is not regular in depositing its statutory dues with
 appropriate authorities.
 
 (ii) As detailed in Note No. 45 of Balance Sheet, no impact has been
 taken in books for Deferred Tax Assets/ Liabilities.
 
 (iii) As detailed in Note No. 46 of Balance Sheet regarding claim for
 Export Incentives on estimated basis for Rs. 365.18 Lacs,
 
 (iv) As detailed in Note No. 49 of Balance Sheet regarding claim
 receivable on estimated basis for Rs. 90.00 Lacs,
 
 By which current year Profit, Reserves
 
 & Surplus and Other Non Current Assets are overstated;
 
 We further report that had the observation made by us in item 4(d),
 4f(iii) & 4f(iv) above been considered the Loss for the year would have
 been Rs. 8.96 Lacs (as against reported figure of profit before tax of
 Rs. 70.34
 
 Lacs), the Reserves & Surplus would have been Rs.1700.82 Lacs (as
 against reported figure of Rs. 2156.00 Lacs), other non Current Assets
 would have been Rs. 311.35 Lacs (as against reported figure of Rs.
 766.53 Lacs).
 
 (g) Subject to foregoing, in our opinion and to the best of our
 information and according to the explanations given to us, the said
 accounts read with all the 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:
 
 (i) In the case of Balance Sheet, of the state of affairs of the
 Company as at 31st March,2012,
 
 (ii) In the case of Profit & Loss account, of the Profit of the Company
 for the year ended on that date; and
 
 (iii) In the case of Cash Flow Statement, of the Cash flows for the
 year ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 (Referred to in paragraph 3 of our Report of even
 
 date)
 
 (i) (a) The Company has maintained proper
 
 records showing full particulars, including quantitative details and
 situation of fixed assets. No fixed assets register has been maintained
 for dies and tools up to 31.3.98.
 
 (b) These fixed assets have been physically verified by the management
 at reasonable intervals. No material discrepancies were noticed on such
 verification.
 
 (c) During the year the Company has disposed off Part of factory land
 situated at Sitapura, Jaipur on the basis of unregistered sale
 agreement. However such sale of land has not affected going concern
 concept of the company.
 
 (ii) (a) Physical verification of inventory has
 
 been conducted at reasonable intervals by the management.
 
 (b) 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. No material
 discrepancies were noticed on physical verification.
 
 (iii) (a) The Company has granted loans, secured or unsecured to
 companies, firms or other parties covered in the register maintained
 under section 301 of the Act. The number of parties are 6 (Six) and
 amount involved in the transaction is Rs.480.15 Lacs.
 
 (b) The rate of interest and other terms and conditions of loans given
 by the Company, secured or unsecured, are prima facie prejudicial to
 the interest of the Company.
 
 (c) The Company is not regular in recovery of Principal and Interest in
 respect of loans given.
 
 (d) Reasonable steps have not been taken by the Company for recovery of
 the principal and interest.
 
 (e) The Company has not taken unsecured loans from the companies, firms
 or other parties covered in the register maintained under section 301
 of the Act. Accordingly clause (iii) (f) and (g) of the Companies
 (Auditor''s Report) order 2003 are not applicable.
 
 (iv) In our opinion and according to information and explanations given
 to us, there are adequate internal control procedures commensurate with
 the size of the Company and the nature of the business; for the
 purchase of inventory and fixed assets and for the sale of goods.
 Further, there is no continuing failure to correct major weaknesses in
 internal control system.
 
 (v) (a) According to the information and explanations given to us, we
 are of the opinion that the transactions that need to be entered into a
 register in pursuance of Section 301 of the Act have been entered in
 the register required to be maintained under that section.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of
 
 contracts or arrangements entered in the register maintained under
 Section 301 of the Companies Act, 1956 and exceeding the value of
 rupees five lacs in respect of any party during the period have been
 made at prices which are reasonable having regard to prevailing market
 prices at the relevant time except in cases where no comparison was
 possible in the case of those materials and services where we were
 informed, there is no alternative source of supply.
 
 (vi) As informed to us, during the year, the Company has not accepted
 deposits from the public. For Deposits accepted in earlier years the
 directives issued by the Reserve Bank of India and the provisions of
 sections 58A and 58 A A or any other relevant provisions of the Act and
 the rules framed there under, have been complied with except for
 repayment of deposits on due dates. An order has been passed by the
 Company Law Board on 27.4.2011 for repayment of dues along with
 interest in phased manner till Financial Year 2012-13.
 
 (vii) In our opinion the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 (viii) The Central Government has prescribed maintenance of Cost
 records under Section 209(l)(d) of the Companies Act, 1956 in respect
 of manufacturing activity of the Company. We have broadly reviewed the
 accounts and records of the Company in this connection and are of the
 opinion, that prima facie, the prescribed accounts and records have
 been made and maintained.  We have not, however, carried out a detailed
 examination of the same with a view to determine whether they are
 accurate or complete.
 
 (ix) (a) According to the books and records as produced and examined by
 us in accordance with the generally accepted Auditing practices in
 India and also based on management representations, the Company is not
 regular in depositing undisputed statutory dues. However, there is no
 undisputed statutory dues as at
 
 31.3.2012 outstanding for a period of more than six months from the
 date they become payable.
 
 (b) According to the information and explanations given to us and
 records of the company examined by us the dues of sales tax/income
 tax/custom duty/ wealth tax/ excise duty/cess which are disputed and
 the details for which are given as under:
 
 Name of
 Statute        Nature of 
                Dues            Amount        Forum where dispute 
                                              is pending
                               (Rs. in Lacs)
 
 1.  Sales 
 Tax Laws       Sales Tax          1.11       Appellate Authorities
 
 2.  Central 
 Excise Act     Excise Duty        3.53       High Court
 
                                 242.78       Central Excise & 
                                              Service Tax
                                              Appellate Tribunal.
 
                                  46.61       Commissioner (Appeal),
                                              Central Excise, Jaipur.
 
 (x) The accumulated losses of the Company as per Balance Sheet as at
 31.3.2012 are less than fifty per cent of its net worth. The Company
 has neither incurred cash losses in financial year ended on 31.3.2012
 nor it has incurred cash losses in immediately preceding financial
 year.
 
 (xi) According to the information and explanations given to us, the
 Company has not defaulted in repayment of dues to financial
 institutions, banks or debenture holders.
 
 (xii) According to information & 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.
 
 (xiii) Considering the nature of activities carried on by the Company
 during the year, provisions of any special statute in respect of chit
 fund nidhi/mutual benefit fund/ societies are not applicable to it.
 
 (xiv) In our opinion and according to information and explanations
 given to us, the Company has not dealt or traded in shares, securities,
 debentures or other investments during the year.
 
 (xv) The Company has not given any guarantee for loans taken by others
 from bank or
 
 financial institutions during the year.
 
 (xvi) The Company has taken Term Loan for Rs.200 Lacs from Kotak
 Mahindra Bank during the year. The said loan was applied for the
 purpose for which it was obtained.
 
 (xvii) On the basis of review of utilization of funds which is based on
 overall examination of the Balance sheet of the Company, related
 information as made available to us and as represented to us by the
 management, the funds raised on short term basis have not been used for
 long term investments.
 
 (xviii) The Company has not made preferential allotment of shares to
 parties covered in the Register maintained under section 301 of the Act
 during the year.
 
 (xix) The Company has not issued any debentures during the year.
 
 (xx) The Company has not raised any money through public issue during
 the year.
 
 (xxi) As per the information and explanations given to us, and on the
 basis of our examination of books and records carried out in accordance
 with generally accepted auditing practices, no fraud on or by the
 Company was noticed or reported during the year, nor have we seen and
 informed of any such case by the management.
 
                                        For H.C. GARG & COMPANY
                                          Chartered Accountants 
                                                  FRN - 000152C
 
                                                Sd/-
 
 PLACE :Jaipur                            (MADHUKAR GARG)
    
                                             PROPRIETOR
 
 DATE : 30.06.2012                          M. No. 070162