We have Audited the accompanying financial statements of Igarashi
 Motors India Limited (the Company), which comprise the balance
 sheet as at 31st March 2012, the statement of profit and loss and cash
 flow statement for the year then ended, and a summary of significant
 accounting policies and other explanatory information. 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 the management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 In accordance with the provisions of Section 227 of the Companies Act,
 1956, we report that:
 
 1.  As required by the Companies (Auditors'' Report) Order, 2003,
 issued by the Central Government of India in terms of Section 227(4A)
 of the Companies Act, 1956, and on basis of such checks of the books
 and records of the Company as we consider appropriate and according to
 the information and explanations give to us, we enclose in the
 Annexure, a statement on the matters specified in paragraphs 4 and 
 5 of the said Order.
 
 2.  Further to our comments in the Annexure referred to above, 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 purposes of
 our audit;
 
 b) in our opinion, proper books of accounts as required by law have
 been kept by the Company, so far as it appears from our examination of
 those books;
 
 c) 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;
 
 d) in our opinion, the balance sheet, statement of profit and loss and
 the 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; and
 
 e) on the basis of the written representations received from directors
 of the Company as at 31st March 2012, and taken on record by the Board
 of Directors, we report that no director is disqualified as on 31st
 March 2012 from being appointed as a director in terms of clause (g) of
 sub-section (1) of section 274 of the Companies Act, 1956.
 
 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 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 2012;
 
 ii) in the case of the statement of profit and loss, of the profit for
 the year ended on that date; and
 
 iii) in the case of the cash flow statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 With reference to the Annexure referred to in paragraph 1 of the
 auditor''s report to the members of Igarashi Motors India Limited on
 the financial statements for the year ended 31st March 2012, we report
 that:
 
 (i) (a) The Company is maintaining proper records showing full
 particulars, including quantitative details and situation of all fixed
 assets.
 
 (b) Fixed assets have been physically verified by the management during
 the year and no material discrepancies were noticed on such
 verification.
 
 (c) The Company has not disposed off any substantial part of its fixed
 assets during the year so as to affect its going concern status.
 
 (ii) (a) As explained to us, inventories have been physically verified
 by the management at reasonable intervals during the year. in our
 opinion, the frequency of such verification is reasonable.
 
 (b) As per the information given to us, the procedures of physical
 verification of inventory followed by the management are, in our
 opinion, reasonable and adequate in relation to the size of the Company
 and the nature of its business.
 
 (c) The Company is maintaining proper records of inventory. No material
 discrepancies were noticed on physical verification of inventory.
 
 (iii) (a) According to 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 301 of the Companies Act, 1956.  Accordingly, clauses 4
 (iii) (b), (c) and (d) of the Order are not applicable.
 
 (b) According to the information and explanations given to us, 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. Accordingly, clauses 4(iii) (f) and (g)
 of the Order are not applicable.
 
 (iv) 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 nature of its business with respect to
 purchase of inventory, fixed assets and for the sale of goods. Further,
 on the basis of our examination of the books and records of the Company
 and according to the information and explanations given to us, we have
 neither come across nor have we been informed of any continuing failure
 to correct major weaknesses in the aforesaid internal control systems.
 
 (v) (a) According to the information and explanations given to us, we
 are of the opinion that the particulars of contracts or arrangements
 that need to be entered into the register maintained under section 301
 of the Companies Act, 1956 have been so entered.
 
 (b) in our opinion and according to the information and explanations
 given to us, the transactions made in pursuance to such contracts or
 arrangements entered in the register maintained under section 301 of
 the Companies Act, 1956 and exceeding the value of Rupees five lakhs in
 respect of any party during the year, have been made at the prices
 which are reasonable having regard to the prevailing market price at
 the relevant time.
 
 (vi) The Company has not accepted any deposit from the public within
 the meaning of Sections 58A, 58AA or any other relevant provisions of
 the Companies Act, 1956 and the rules framed there under.
 
 (vii) in our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 (viii) We have broadly reviewed the books of account maintained by the
 Company pursuant to the rules prescribed by the Central Government for
 maintenance of cost records under Section 209 (1)(d) of the Companies
 Act, 1956 in respect of electrical motors and are of the opinion that
 prima facie the prescribed accounts and records have been made and
 maintained. The contents of these accounts and records have not been
 examined by us.
 
 (ix) (a) According to the information and explanations given to us and
 on the basis of our examination of the books of account, 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, customs duty, excise duty and other
 material statutory dues as applicable with the appropriate authorities.
 According to the information and explanations given to us, there were
 no undisputed statutory dues outstanding as at 31st March 2012 for a
 period of more than six months from the date they became payable.
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, the particulars of income tax as
 at 31st March 2012 which has not been deposited on account of dispute
 pending is as under: 
 
                                                           Rs. in Lakhs
 
 Name of                      Total    Amount   Period to
                                                which        Forum where 
              Nature of 
             disputed dues              not     the dispute  disputes 
                                                             are
 the 
 statute                     demand  deposited  relates      pending
 
 Income Tax   Re-computa
              tion of          0 05     0 05    Assessment   Commissioner
 
 Act, 1961    Section 10(A) 
              exemption                         Year 2002-03 (Appeals)
 
 Income Tax   Disallowance    
              of  Brought      64.31    6.00    Assessment   Commissioner
 Act, 1961    forward 
              losses (Amount                    Year 2004-05 (Appeals)
              deposited 
              Rs.58.31 lakhs)
 
 There are no dues of customs duty, excise duty and sales tax, which
 have not been deposited on account of any dispute.
 
 (x) The accumulated losses of the Company as at the end of the
 financial year are less than fifty percent of its net worth. The
 Company has not incurred cash losses in the current financial year and
 in the immediately preceding financial year.
 
 (xi) According to the records of the Company examined by us and the
 information and explanations given to us, the Company has not defaulted
 in the repayment of dues to any financial institution or bank during
 the year. The Company has not issued any debentures.
 
 (xii) 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.
 
 (xiii) The provisions of any special statute applicable to chit fund /
 nidhi/ mutual benefit fund/ societies are not applicable to the
 Company.
 
 (xiv) in our opinion and according to the information and explanations
 given to us, the Company is not a dealer in or trader in shares,
 securities, debentures and other investments. Accordingly, reporting
 under clause 4(xiv) of the Order does not arise.
 
 (xv) in our opinion and according to the information and explanations
 given to us, the terms and conditions of guarantees given by the
 Company for loans taken by others from banks or financial institutions
 are not prima facie prejudicial to the interest of the Company.
 
 (xvi) in our opinion and according to the information and explanations
 given to us, on an overall basis, the term loans have been applied for
 the purposes for which they were obtained.
 
 (xvii) in our opinion and according to the information and explanations
 given to us and on an overall examination of the Balance Sheet of the
 Company, we report that no funds raised on short term basis have been
 used for long term investments.
 
 (xviii) The Company has not made any preferential allotment of shares
 during the year to parties and companies covered in the register
 maintained under section 301 of the Companies Act, 1956.  Accordingly
 reporting under clause 4(xviii) of the Order does not arise.
 
 (xix) The Company has not issued debentures during the year and
 accordingly, no security or charge needs to be created.
 
 (xx) The Company has not raised any money by way of public issues
 during the year.
 
 (xxi) During the course of our examination of the books and the records
 of the Company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither come across any instances of
 material fraud on or by the Company, noticed or reported during the
 year, nor have we been informed of such cases by the management.
 
                                                   For SHARP & TANNAN
 
                                                Chartered Accountants 
 
                                     Firm''s Registration No.003792S
 
 
 
                                                       L.Vaidyanathan
 
 Place : Chennai                                              Partner
 
 Date : April 24, 2012                           Membership No. 16368