1.  We have audited the attached Balance Sheet of MAHARASHTRA SCOOTERS
 LIMITED as at 31st March, 2012 and also the Statement of Profit and
 Loss and 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 conducted our audit in accordance with auditing standards
 generally accepted in India. Those standards required 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 section 227(4A) of the
 Companies Act, 1956, we enclose in the Annexure a statement on the
 matters specified in paragraphs 4 and 5 of the said order, to the
 extent applicable to the Company.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 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 account as required by law have been
 kept by the Company so far as appears from our examination of such
 books.
 
 c) The Balance Sheet and 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 and the Statement of Profit and
 Loss and Cash Flow Statement dealt with by the report are in compliance
 with the Accounting Standards referred to in section 211 (3C) of the
 Companies Act, 1956.
 
 e) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read together with
 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.
 
 1.  In the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2012 and;
 
 2.  In the case of the Statement of Profit and Loss, of the loss of the
 Company for the year ended on that date.
 
 3.  In the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 5.  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 Directors 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.
 
 ANNEXURE TO AUDITORS'' REPORT
 
 STATEMENT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE
 MEMBERS OF MAHARASHTRA SCOOTERS LIMITED ON THE ACCOUNTS FOR THE YEAR
 ENDED 31ST MARCH, 2012.
 
 (i) (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) The management has carried out physical verification of fixed
 assets during the year and no material discrepancies were noticed on
 such verification. In our opinion, the frequency of physical
 verification of fixed assets is reasonable.
 
 (c) The fixed assets disposed off during the year are not substantial
 and hence it has not affected the going concern assumption.
 
 (ii) (a) Inventories have been physically verified by the management
 during the year. In our opinion, the frequency of verification is
 reasonable.
 
 (b) In our opinion, 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. The
 discrepancies noticed on verification between physical stocks and book
 stocks were not material and the same have been properly dealt with in
 the Books of Account.
 
 (iii) (a) The Company has not granted or taken any loans, secured or
 unsecured to/from companies, firms or other parties covered in the
 register maintained under section 301 of the Companies Act, 1956. 
 Sub-clauses (b),(c) and (d) 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 its business, with regard to
 purchase of inventory and fixed assets and for the sale of goods.
 During the course of our audit, no major weaknesses have been noticed
 in the internal controls.
 
 (v) (a) In our opinion and according to the information and
 explanations given to us, transactions that need to be entered into the
 register maintained in pursuance of section 301 of the Companies Act,
 1956 have been so entered.
 
 (b) In our opinion and according to information and explanations given
 to us the transaction made in pursuance of contract and arrangement
 entered in register maintained under the section 301 of the Act and
 exceeding the value of five lakh rupees with any party during the year,
 have been made at prices which are reasonable having regard to the
 prevailing market prices at the relevant time.
 
 (vi) The Company has not accepted deposits from public.
 
 (vii) In our opinion, the Company has an internal audit system which is
 commensurate with its size and nature of its business.
 
 (viii) Cost Records have been prescribed by the Central Government
 under clause (d) of sub-section (1) of section 209 of the Companies
 Act. The Company has made and maintained such accounts and records.
 
 (ix) (a) According to the records of the Company, the Company has been
 generally regular in depositing undisputed statutory dues including
 Provident Fund, Investor Education and Protection Fund, Employees'' State
 Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Custom Duty, Excise Duty,
 cess and any other statutory dues with the appropriate authorities.
 According to information and explanations given to us, there are no
 arrears of statutory dues which have remained outstanding as at 31st
 March, 2012 for a period of more than six months from the date they
 became payable.
 
 (b) According to information and explanations given to us and the
 records of the Company, the following dues of Sales Tax and Service Tax
 have not been deposited on account of dispute:
 
 Nature of disputed 
 Statutory dues           Amount (Rs.)    Forum where dispute is
                                          pending 
 Sales Tax for the 
 year 2001-02             87,86,623       Maharashtra Sales Tax
                                          Tribunal, Mumbai.
 
 Sales Tax for the 
 year 2001-02             52,95,295       Joint Commissioner of Sales Tax
                                          (Appeals) - I, Pune division,
                                          Pune
 
 Sales Tax for the 
 year 2002-03           1,79,87,580       Maharashtra Sales Tax
                                          Tribunal, Mumbai.
 
 Service Tax for
 the year 2004-05,         2,62,034       Assistant Commissioner of
                                          Central Excise, Satara.
 
 2005-06 and 2006-07
 
 (x) The Company does not have any accumulated losses as at 31st March,
 2012. The Company has incurred cash losses during the financial year
 covered by our audit but has not incurred cash losses in the
 immediately preceding financial year.
 
 (xi) According to information and explanation given to us, the Company
 has not defaulted in repayment of dues to a financial institution or
 bank or debenture holders.
 
 (xii) 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 Company is not a chit fund, nidhi/ mutual benefit fund and
 therefore a requirement pertaining to such class of companies is not
 applicable.
 
 (xiv) The Company is not dealing or trading in shares, securities,
 debentures and other investments.
 
 (xv) The Company has not given any guarantee for loans taken by others
 from bank or financial institutions.
 
 (xvi) The Company has not obtained any term loans.
 
 (xvii) In our opinion, the funds raised on short-term basis have not
 been used for long term investment and vice versa.
 
 (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.
 
 (xix) The Company has not issued any debentures during the year.
 
 (xx) The Company has not made any public issue during the year.
 
 (xxi) Based upon the audit procedures performed by us and according to
 information and explanations given to us and representations made by
 management, no fraud on or by the Company has been noticed or reported
 during the year.
 
                                                 For P. C. PARMAR & Co.
 
                                                 Chartered Accountants 
 
                                                Firm Regn. No. 107604W
 
                                                          J. P. PARMAR
 
                                                            Proprietor
 
 Pune, 15th May, 2012                             Membership No. 46293