1.  We have audited the attached Balance Sheet of Lumax Auto
 Technologies Limited as at 31st March, 2011, & also the Profit & Loss
 Account and the Cash Flow Statement for the year ended on that date
 annexed there to.
 
 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 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 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.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003 (as
 amended) issued by the Central Government of India in terms of
 sub-section (4A) of section 227 of the Companies Act, 1956, we enclose
 in the Annexure a statement on the matters specified in the paragraphs
 4 and 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 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 account as required by law have
 been kept by the Company so far as appears from our examination of
 those books;
 
 iii) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash
 Flow Statement dealt with by this report are in compliance 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 under 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
 explanations given to us, the said accounts read together with other
 notes appearing in schedule 23 and their impact on Balance Sheet,
 Profit & Loss Account and Cash Flow Statement give the information
 required by the Companies Act, 1956, in the manner so required and give
 a true & 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;
 
 b) in the case of the Profit and Loss account, of the profit for the
 year ended on that date; and
 
 c) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 Annexure To Auditors'' Report
 Annexure referred to in paragraph 3 of our report of even date Re:
 Lumax Auto Technologies Limited
 
 i) (a) The company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) All the assets have not been physically verified by the management
 during the year, but there is a regular planned program of verification
 which, in our opinion, is reasonable having regard to the size of the
 Company and the nature of its assets. No material discrepancies were
 noticed on such verification.
 
 (c) Based on our scrutiny of the records of the Company and the
 information and explanations received by us, we report that there were
 sales of fixed assets during the year, but the fixed assets disposed
 off did not constitute a substantial part of the fixed assets of the
 Company. Hence, the question of reporting whether the sale of any
 substantial part of fixed assets has affected the going concern of the
 Company does not arise.
 
 ii) (a) As explained to us, the inventories have been physically
 verified by the management at reasonable intervals during the year.
 Further, for materials lying
 
 with third parties, certificates confirming the stock held by them have
 been obtained periodically in most of the cases. The frequency of
 verification is reasonable.
 
 (b) In our opinion and according to the explanations given to us, 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) In our opinion and according to the explanations given to us, the
 company is maintaining proper records of inventory. We have been
 informed that no material discrepancies have been noticed on physical
 verification of inventory as compared to book records.
 
 iii) (a) According to the information and explanations given to us, the
 company has granted unsecured loan to one company covered in the
 register maintained under section 301 of the Companies Act, 1956. The
 maximum amount involved during the year was Rs. 3.58 Lacs and the
 year-end balance of the said loan was Rs. Nil.
 
 (b) According to the information and explanations given to us, the said
 loan is interest free. However, the terms and conditions of loan given
 are not prima facie prejudicial to the interest of the Company.
 
 (c) There was no any stipulation as to the time period for recovery of
 principal amount of unsecured loan given.
 
 (d) Further, as there was no any stipulation as to the time period for
 recovery of principal amount of unsecured loans given, our comment on
 the overdue amount in respect of the said loan are not required.
 
 (e) During the year the Company has not taken any loans, secured or
 unsecured from parties covered in the Register maintained u/s 301 of
 the Companies Act 1956. Hence, the question of reporting whether the
 terms & conditions of such loans are prejudicial to the interest of the
 Company, whether reasonable steps for repayment of over-dues of such
 loans taken, maximum amount outstanding during the year and year-end
 balance does not arise.
 
 iv) 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, with regard to purchases of inventory and fixed assets and
 for sale of goods. During the course of our audit, we have not observed
 any 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 transactions that need to be entered into the
 register in pursuance of section 301 of the Companies Act, 1956 have
 been so entered; and
 
 (b) In respect of transactions made in pursuance of such contracts or
 arrangements exceeding the value of Rupees five lacs entered into
 during the financial year, we are unable to comment whether the
 transactions were made at prevailing market prices at the relevant time
 because of the unique and specialized nature of the items involved and
 in absence of any comparable prices.
 
 vi) According to the information and explanations provided by the
 management, the company has not accepted deposits which are deposits
 within the meaning of the Provisions of sections 58A and 58AA of the
 Act and of Rule (2b) of the Companies (Acceptance of Deposits) Rules,
 1975.
 
 vii) In our opinion, the Company has an Internal Audit System
 commensurate with the size of the Company and nature of its business.
 
 viii) We have broadly reviewed the books of account maintained by the
 company pursuant to the rules made by the Central Government for the
 maintenance of cost records under section 209(1)(d) of the Companies
 Act, 1956 and are of the opinion that prima facie, the prescribed
 accounts and records have been maintained.  However, we have not made
 detailed examination of the records with a view to determine whether
 they are accurate or complete.
 
 ix) According to the information and explanations given to us:
 
 (a) the company is generally regular in depositing undisputed statutory
 dues including Provident Fund, Investor Education & Protection Fund,
 Employees'' State Insurance, Income Tax, Wealth Tax, Sales Tax, Service
 Tax, Custom Duty, Excise Duty, Cess or any other statutory dues with
 the appropriate authorities during the year;
 
 (b) no undisputed amounts payable in respect of Provident Fund,
 Investor Education and Protection Fund, Employees'' State Insurance,
 Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty, Excise
 Duty and Cess and any other undisputed statutory dues were outstanding
 at the year end, for a period of more than six months from the date
 they became payable;
 
 (c) there are no disputed amounts payable in respect of Provident Fund,
 Investor Education and Protection Fund, Employees'' State Insurance,
 Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty, Excise
 Duty or Cess, by the Company.
 
 x) The company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current and immediately
 preceding financial year.
 
 xi) As informed to us, the company has not defaulted in repayment of
 dues to financial institutions, banks.
 
 xii) As informed to us, the company has not granted loans and advances
 on the basis of security by way of pledge of shares, debentures or
 other securities.
 
 xiii) In our opinion, and to the best of our information and according
 to the explanations provided by the management, we are of the opinion
 that the company is not a chit-fund, nidhi or mutual benefit
 fund/society.  Therefore, the provisions of clause 4(xiii) of the
 Companies (Auditor''s Report) Order, 2003 (as amended) are not
 applicable to the company.
 
 xiv) According to the information and explanations given to us by the
 management of the Company, the company is not dealing or trading in
 shares, securities, debentures and other investments. Accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order,
 2003 (as amended) are not applicable to the company.
 
 xv) According to the information and explanations given to us by the
 management of the Company, the Company has given guarantee for loans
 taken by others from bank, the terms and conditions whereof are not
 prima facie prejudicial to the interest of the company.
 
 xvi) As informed to us, the proceeds of the term loans taken by the
 company are applied for the purpose for which the loans were obtained.
 
 xvii) In our opinion and according to the explanations given to us, the
 funds raised by the company on short term basis have not been used for
 long-term investment.
 
 xviii) The company has made preferential allotment of shares to parties
 and companies covered in the register maintained under section 301 of
 the Companies Act, 1956. In our opinion, prices at which shares have
 been issued are not prejudicial to the interest of the company.
 
 xix) According to the records of the Company, during the year, the
 Company has not issued any debentures.
 
 xx) The company has not raised any money by public issues during the
 period covered by our audit report.
 
 xxi) Based on the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as per
 the information and explanations given by the management, we report
 that no fraud on or by the Company has been noticed or reported during
 the course of our audit.
 
 
                                         For D. R. Barve & Company
                                         Chartered Accountants
                                         Firm Registration No. 101034W
 
                                         CA. D. R. Barve 
                                         (Proprietor)
                                         Membership No.17661
 
 Place: Pune
 Date : 27th May, 2011