We have audited the attached Balance Sheet of CHARTERED LOGISTICS
 LIMITED (FORMERLY KNOWN AS CHARTERED CARRIERS LTD.), as at 31st March,
 2011 and also the Profit and Loss Account 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 (Auditor''s Report) Order, 2003 as amended
 by Companies (Auditor''s Report) (Amendment) order 2004, (together the
 ''order'') issued by the Central Government of India in terms of
 sub-section (4A) of section 227 of the Companies Act, 1956, we annex
 hereto a statement on the matters specified in paragraph 4 and 5 of the
 said Order.
 
 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 accounts required by law have been
 kept by the company so far as appears from our examination of those
 books
 
 (iii) The Balance Sheet, Profit and Loss Accounts and Cash Flow
 statement dealt with by this report are in agreement with the books of
 accounts
 
 (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, as on 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 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 read in along with
 schedule- 1 to 20 forming part of 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, 2011; and
 
 (b) in the case of the Profit and Loss Account, of the PROFIT for the
 year ended on that date.
 
 (c) In the case of the 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 on the accounts of the Chartered Logistics Limited
 as at 31st March, 2011)
 
 (1) In respect of Fixed Assets:
 
 (a) The company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets.
 
 (b) The Company has a program of physical verification of its fixed
 assets, which in our opinion, is Reasonable having regard to the size
 of the Company and the nature of its assets. In accordance with this
 program, fixed assets have been physically verified by the management
 during the year an according to the information and explanations given
 to us no material discrepancies have been noticed on such verification.
 
 (c) During the year no substantial part of fixed assets have been
 disposed off by the company. Therefore, the provisions of clause 1(c)
 of paragraph 3 of the aforesaid order, in our opinion, are not
 applicable to the company.
 
 (2) In respect of inventory of stores, operating suppliers, etc.:
 
 (a) Physical verification of inventory has been conducted 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 on physical
 verification.
 
 (3) In respect of loans, secured or unsecured, granted or taken by the
 company to companies, firms or other parties covered in the register
 maintained under section 301 of the Companies Act, 1956 according to
 the information and explanation given to us:
 
 (a) The Company has not granted any loans to companies listed in the
 register maintained under section 301 of the Companies Act, 1956.
 Therefore, the provisions of clause III(b) to (d) of paragraph 3 of the
 aforesaid order, in our opinion, are not applicable to the company.
 
 (b) The company has not taken any loans or Advances of from Companies,
 firms or other parties covered in the register maintained under section
 301 of the Companies Act, 1956. Therefore, the provisions of clause
 III(f) and III (g) of paragraph 4 of the aforesaid order, in our
 opinion, are not applicable to the company
 
 (c) As per information and explanation given to us, the rate of
 interest and other terms and conditions of the loans taken by the
 company, if any, are not prima facie prejudicial to the interest of the
 company.
 
 (d) As per information and explanation and records produced before us,
 there is no overdue amount, hence this clause is not applicable.
 
 (4) In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 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. During the course of our audit, we have neither come
 across nor have been informed of any continuing failure to correct
 major weakness in the internal control system.
 
 (5) In respect to contracts or arrangements entered in the register
 under section 301 of Company Act. :
 
 (a) In our opinion and according to the information and explanations
 given to us, the transactions that need to be entered into the register
 maintained under section 301 of Companies Act, 1956, have been duly
 entered by the company.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions in pursuance of contracts or arrangements
 that are required to be entered in the register maintained under
 section 301 of Companies Act, 1956 aggregating during the year
 Rs.500000/- (Five lacs only) in respect of each party during the year,
 the rates are considered to be reasonable having regard to the
 prevailing market price at the relevant time.
 
 (6) In our opinion and according to information and explanations given
 to us, the company has not accepted any deposits from the public and
 hence the provisions of Section 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 are not applicable to the Company.
 
 (7) The Company has appointed a Chartered Accountant as its Internal
 Auditor for the year under audit. The internal audit for the year is
 therefore carried out by the said firm. In our opinion, the company has
 an adequate internal audit system commensurate with its size and nature
 of its nature of business.
 
 (8) The maintenance of cost records has been prescribed by the Central
 Government under clause (d) of sub – section (1) of section 209 of the
 Act. Therefore provisions of this clause of the order are not
 applicable to the company.
 
 (9) In respect of Statutory Dues:
 
 (a) According to the records of the company, the company is generally
 regular in depositing with appropriate authorities undisputed statutory
 dues including provident fund, investor education protection fund,
 employees'' state insurance, income-tax, sales – tax, wealth - tax,
 custom duty, excise – duty, cess and other statutory dues. According to
 the information and explanations given to us, no undisputed amounts
 payable in respect of income tax, wealth tax, sales tax, customs duty
 and excise duty were outstanding, as at 31st March 2011 for a period of
 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, wealth – tax, excise duty, and cess which
 have not been deposited on account of any dispute.
 
 (10) The company has no accumulated losses at the end of the financial
 year and it has not incurred any cash losses in the financial year
 under report and the immediately preceding financial year.
 
 (11) In our opinion and according to the information and explanations
 given to us, the company has not defaulted in repayment of dues to
 banks or financial institutions. The Company has not issued any
 Debentures.
 
 (12) In our opinion and according to the information and explanations
 given to 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) The Company is not a chit fund, nidhi or mutual benefit
 fund/society. Therefore the provisions of Clause XIII of paragraph 3 of
 the aforesaid Order, are not applicable to the company.
 
 (14) In our opinion and according to information and explanation given
 to us, The Company is not dealing or trading in shares, securities,
 debentures and other investments. Therefore the provisions of Clause
 XIV of paragraph 3 of the aforesaid Order, are not applicable to the
 company.
 
 (15) In our opinion and according to information and explanation given
 to us, The Company has not given a guarantee to a financial institution
 or banks for loans taken by others from bank or financial institutions.
 Therefore the provisions of Clause XV of paragraph 3 of the aforesaid
 Order, are not applicable to the company.
 
 (16) In our opinion and according to information and explanation given
 to us, the term loans were applied for the purpose for which the loans
 were obtained.
 
 (17) According to the cash flow statement and other records examined by
 us and the information and explanation given to us, on an overall
 basis, funds raised on short-term basis have, prima facie, not been
 used during the year for long term investment and vice versa. Though
 the surplus funds which were not required for immediate utilization
 have been invested in liquid investments payable on demand.
 
 (18) The Company has not made any preferential allotment of shares to
 parties and companies covered in the Register maintained under section
 301 of the Companies Act, 1956, during the year. Therefore the
 provisions of Clause XVIII of paragraph 3 of the aforesaid Order, are
 not applicable to the company.
 
 (19) No debentures have been issued by the Company and Therefore the
 provisions of Clause XIX of paragraph 3 of the aforesaid Order, are not
 applicable to the company.
 
 (20) During the year, the Company has not raised money by public issue
 and Therefore the provisions of Clause XX of paragraph 3 of the
 aforesaid Order, are not applicable to the company.
 
 (21) According to the information and explanations given to us and on
 the basis of examination of records, no material fraud on or by the
 Company was noticed or reported during the year.
 
                                               For, RAMAN M. JAIN & CO.
 
                                                 Chartered Accountants
 
                                                          FRN: 113290w
 
                                                         RAMAN M. JAIN
 
 Place:Ahmedabad                                               Partner
 
 Date :August 16th, 2011                                 M. No. 045790