1.  We have audited the attached Balance Sheet of M/s.INDIA MOTOR PARTS
 AND ACCESSORIES LIMITED as at 31st March, 2011, the Profit and Loss
 Account and also the Cash Flow Statement 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.
 
 2.  We have 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.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003 issued
 by the Central Government of India in terms of subsection (4A) Section
 227 of the Companies Act, 1956 and as amended we enclose 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 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 purpose of our
 audit;
 
 b.  In our opinion, proper books of account as required by law have
 been kept by the Company so far as appears from our examination of
 those books;
 
 c.  The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 d.  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 subsection (3C) of Section 211 of
 the Companies Act, 1956;
 
 e.  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 are 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;
 
 f.  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 matter so required and give
 a true and fair view in conformity with the Accounting Principles
 generally accepted in India:
 
 1) In the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2011.
 
 2) In the case of the Profit and Loss Account, of the Profit for the
 year ended on that date and
 
 3) In the case of the Cash Flow Statement of the cash flows for the
 year ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT OF M/S. INDIA MOTOR PARTS &
 ACCESSORIES LIMITED
 
 Referred to in paragraph 3 of our report of even date
 
 1.  (a) The Company is maintaining proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) According to the information and explanations given to us, there is
 a regular programme of verification of fixed assets which, in our
 opinion is reasonable having regard to the size of the Company and the
 nature of its assets. No material discrepancies between the book
 records and the physical inventory have been noticed in respect of the
 fixed assets physically verified.
 
 (c) There was no substantial disposal of fixed assets during the year.
 
 2.  (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 is maintaining proper records of inventory and the
 discrepancies noticed during the physical verification of inventory
 between the physical stock and the book records were not material in
 relation to the size of operations of the Company.
 
 3.  The Company has not granted/taken any loans secured or unsecured
 to/from the Companies, firms or other parties covered in the register
 maintained under Section 301 of the Companies Act, 1956.
 
 4.  The Company has got adequate internal control system commensurate
 with the size of the company and the nature of its business for the
 purchase of inventory, fixed assets and for the sale of goods and
 services. During the course of audit, we have not observed any
 continuing failure to correct major weaknesses in internal control
 systems.
 
 5.  (a) The particulars of Contracts or Arrangements referred to in
 Section 301 of the Act have been entered in the register required to be
 maintained under that Section and
 
 (b) The transactions made in pursuance of such Contracts and
 Arrangements have been made at prices which are reasonable having
 regard to the prevailing market price at the relevant time.
 
 6.  The Company has not accepted any deposits from the public during
 the year covered by our audit report. The company has complied with the
 provisions of Section 58A, 58AA or any other relevant provisions of the
 Companies Act, 1956. To the best of our knowledge and according to the
 information and explanations given to us, no order has been passed by
 Company Law Board or National Company Law Tribunal or Reserve Bank of
 India or any Court or any other Tribunal.
 
 7.  In our opinion the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 8.  This being a trading company, the rules made by the Central
 Government for the maintenance of cost records under Section 209(1) (d)
 of the Companies Act, 1956 are not applicable.
 
 9.  (a) According to the information and explanations given to us, the
 company is regular in depositing with appropriate authorities
 undisputed statutory dues including Provident Fund, Investor Education
 and Protection Fund, Employees State Insurance, Income Tax, Sales Tax,
 Wealth Tax, Service Tax and other material statutory dues applicable to
 it.
 
 (b) As at 31st March, 2011 according to the records of the Company, the
 disputes are as follows:
 
 - Sales Tax in Orissa for the year 1998-1999 is pending with the
 Tribunal for Rs.0.39 lakhs.
 
 10.  The Company has neither accumulated losses as at 31st March, 2011
 nor has incurred any cash losses during the financial year ended on
 that date and in the immediately preceding financial year.
 
 11.  Based on our audit and on the information and explanations given
 by the management we are of the opinion that the Company has not
 defaulted in the repayment of its dues to bankers during the year.
 
 12.  The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 13.  The provisions of any special statute applicable to chit
 fund/nidhi/mutual benefit fund/societies are not applicable to the
 Company.
 
 14.  In our opinion and according to information and explanations given
 to us the Company is not dealing in or trading in shares, securities,
 debentures and other investments. Accordingly, the provisions of Clause
 4(xiv) of the Companies(Auditor''s Report) Order 2003 are not applicable
 to the Company.
 
 15.  According to the information and explanations given to us the
 company has not given any guarantee for loans taken by others from bank
 or financial institutions.
 
 16.  The Company has not raised any term loans during the year.
 
 17.  Based on the information and explanations given to us and on an
 overall examination of the Balance Sheet of the Company, in our opinion
 there are no funds raised on short term basis which have been used for
 long term investment.
 
 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.
 
 19.  The Company has not issued any debentures during the year.
 
 20.  The Company has not raised any money by public issues during the
 year.
 
 21.  Based upon the audit procedures performed and information and
 explanations given to us we report that no fraud on or by the company
 has been noticed or reported during the course of our audit.
 
                                            For Sundaram & Srinivasan
 
                                                Chartered Accountants
 
                                   Firm Registration Number : 004207S
 
 Place : Chennai                                       M.Padhmanabhan
 
 Date : 11th August 2011                                      Partner
 
                                            Membership Number : 13291