We have audited the attached Balance Sheet of Minda Industries Limited
 as at March 31, 2011 and also the Profit and Loss Account and the Cash
 flow Statement for the year ended on that date annexed thereto(
 collectively referred as the ‘ Financial Statements''). 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 the Companies (Auditor''s Report) (Amendment) Order, 2004, 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 paragraphs 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 purpose of our
 audit;
 
 (ii) In our opinion, proper books of account as required by the law
 have been kept by the Company so far as appears from our examination of
 those books and proper returns adequate for the purposes of our audit
 have been received from the branches. The Branch Auditors report has
 been forwarded to us and has been appropriately dealt with;
 
 (iii) The Financial Statements dealt with by this report are in
 agreement with the books of account and with the audited returns from
 the branches;
 
 (iv) In our opinion, the Financial Statements 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 March 31, 2011 and taken on record by the Board of Directors, we
 report that none of the directors is disqualified as on March 31, 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 explanation given to us, the said financial statements together
 with schedule ‘1'' to ‘16'', 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;
 
 (b) In the case of Profit and Loss Account, of the Profit for the year
 ended on that date; and
 
 (c) In the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 
 
 
 
 ANNEXURE REFERRED TO THE AUDITORS'' REPORT OF EVEN DATE TO THE MEMBERS
 OF MINDA INDUSTRIES LTD ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
 MARCH 31, 2011.
 
 On the basis of such checks as we considered appropriate and in terms
 of information and explanations given to us, we state that:
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and the situation of its
 fixed assets;
 
 (b) The fixed assets of the Company are physically verified by the
 management according to a phased programme designed to cover all the
 items over a period of three years. Pursuant to the programme, physical
 verification of certain assets was carried out during the year. The
 discrepancies noticed on such verification were not material and have
 been properly dealt with in the books of accounts.
 
 (c) The Company has not disposed off a substantial part of its fixed
 assets during the year.
 
 (ii) (a) The inventories have been physically verified by the
 management at reasonable intervals.  In our opinion the frequency of
 verification is reasonable.
 
 (b) In our opinion, the procedures for 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 between the physical stocks and the book stocks were not
 material and have been properly dealt with in the books of account.
 
 (iii) (a) The Company has given unsecured interest bearing loan
 amounting to Rs. 72 Lacs to a Company covered in the register maintained
 under section 301 of the Companies Act, 1956. The outstanding balance
 including accrued interest at the year end is Rs.74.99 Lacs.
 
 (b) In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions of the
 loans given by the Company, are not prima facie prejudicial to the
 interest of the Company.
 
 (c) The principal amount and interests are repayable on demand and
 there is no repayment schedule.
 
 (d) In respect of the said loans, repayable on demand and therefore the
 question of overdue amounts does not arise. In respect of interest,
 there are no overdue amounts.
 
 (e) Unsecured interest bearing loan amounting to Rs. 183.81 Lacs from a
 Company, and Rs. 43.32 Lacs from a party covered in the register
 maintained under section 301 of the Companies Act, 1956 is continuing
 since last year. The outstanding balance at the year end including
 accrued interest for the year from a Company is Rs. 198.70 Lacs and from
 other party is Rs. 46.83 Lacs.
 
 (f) In our opinion, the rate of interest and other terms and conditions
 on which the loans have been taken from a Company and other related
 parties covered in the register maintained under section 301 of the
 Companies Act, 1956 are not prima facie prejudicial to the interest of
 the Company.
 
 (g) The Company is regular in repaying the principal amount and
 interest.
 
 (iv) In our opinion, 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, fixed assets and for
 sale of goods and services. We have not observed any continuing failure
 to correct major weaknesses in internal controls during the course of
 audit.
 
 (v) (a) In our opinion, the particulars of the contracts or
 arrangements referred to in section 301 of the Companies Act,1956 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, the transactions made in pursuance of such
 contracts or arrangements exceeding value ofRs. Five Lacs have been
 entered into during the financial year at prices which are reasonable
 having regard to the prevailing market prices at the relevant time
 except in respect of certain items, which are of special nature and
 suitable alternate sources do not exist for obtaining comparative
 quotations.
 
 (vi) In our opinion and according to the information and explanations
 given to us, the directives issued by the Reserve Bank of India and the
 provisions of sections 58A, 58AA of the Companies Act, 1956 or
 
 any other related provisions of the Act and Companies (Acceptance of
 Deposits) Rules, 1975 with regard to deposit accepted from the public,
 to the extent applicable, have been complied with. We are informed by
 the management that no order has been passed by the Company Law Board
 or National Company Law Tribunal, Reserve Bank of India or any other
 court or other tribunal.
 
 (vii) An outside agency has carried out internal audit during the year.
 In our opinion, the internal audit system of the Company is
 commensurate with its size and nature of its business.
 
 (viii) The Central Government of India has prescribed the maintenance
 of cost records by the Company under clause (d) of sub-section (1) of
 section 209 of the Companies Act, 1956. On the basis of the records
 produced, we are of the opinion that prima facie, the prescribed
 accounts and records have been made and maintained. However, we have
 not carried out a detailed examination of such accounts and records.
 
 (ix) (a) According to the records, information and explanations
 provided to us, the Company is generally regular in depositing with
 appropriate authorities undisputed amount of provident fund, investor
 education and protection fund, employees'' state insurance, income tax,
 sales tax, wealth tax, service tax, custom duty, excise duty, cess and
 other material statutory dues as applicable to it and no undisputed
 amounts payable 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 explanation given to us and the
 records of the Company examined by us at March 31, 2011, there have no
 dues in respect of income tax, sales tax, wealth tax, service tax,
 custom duty, excise duty and cess that have not been deposited on
 account of dispute other than certain disputed income tax, excise duty
 and Service Tax dues, the details of which are as follows :
 
 Nature of 
 Statute        Nature of Dues  Amt in  Financial 
                                        Year      Forum where dispute is
                                                  pending
                                Rs. Lacs  to which 
                                        matter
                                        pertains
 
 Income Tax Act Income Tax       9.37   2002-03   Commissioner (Appeal)
 
 Income Tax Act Income Tax      12.39   2005-06   Income Tax Appellate 
                                                  Tribunal
 
 Income Tax Act Income Tax      21.26   2006-07   Income Tax Appellate 
                                                  Tribunal
 
 Income Tax Act Income Tax      47.32   2007-08   Commissioner (Appeal)
 
 Central 
 Excise Act     Central Excise 
                Duty           35.64    2004-05 
                                           to    Additional Commissioner
                                                 (Central
                                        2007-08  Excise)
 
 Central 
 Excise Act    Central Excise 
               Duty             4.97    2007-08  Central Excise and
                                                 Service Tax
                                                 Appellate Tribunal, 
                                                 Delhi
 
 Central 
 Excise Act   Central Excise 
              Duty             0.31     2008-09  Additional Commissioner
                                                 (Central Excise)
 
 Finance Act, 
 1994         Service Tax     13.85     2005-06  
                                          to     Additional Commissioner
                                                 (Central
                                        2008-09   Excise)
 
 Finance Act, 
 1994         Service Tax      9.37     2005-06 
                                           to    Commissioner Central
                                                  Excise (Appeal)
                                        2009-10
 
 Finance Act, 
 1994         Service Tax     11.44     2006-07  
                                           to    Joint Commissioner
                                                 (Central Excise)
                                        2009-10
 
 Finance Act, 
 1994         Service Tax     63.54     2007-08 
                                           to    Additional Commissioner
                                                 (Central
                                        2010-11   Excise)
 
 (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) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to any
 bank. There is no due to the financial institutions and to debenture
 holders.
 
 (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 and mutual benefit fund society are not applicable to the
 Company.
 
 (xiv) The Company is not dealing in or trading in shares, securities,
 debentures and any other investments.  The Company has maintained
 proper records of transactions, contracts in respect of shares,
 securities and other investments and timely entries have been made
 therein. All shares, securities and other investments have been made in
 its own name.
 
 (xv) The Company has given guarantee for loan taken by others from
 banks. The terms and conditions whereof in our opinion are not prima
 facie prejudicial to the interest of the Company.
 
 (xvi) In our opinion, the term loans have been applied for the purpose
 for which they were raised.
 
 xvii) According to the information and explanations given to us and on
 an overall examination of the Balance Sheet and Cash-Flow Statement of
 the Company, we are of the opinion that the funds raised on short-term 
 basis have not been used for long-term investment.
 
 (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 did not have any outstanding debentures during the
 year.
 
 (xx) The Company has not raised any money by public issues during the
 year.
 
 (xxi) Based on the audit procedures performed and information and
 explanations given to us by the management, we report that no material
 fraud on or by the Company has been noticed or reported during the
 course of our audit.
 
                                       For R.N. SARAF & CO.
 
                                      Chartered Accountants
                                         (Regn. No.002023N)
 
 Place : New Delhi                       R.N. SARAF, F.C.A.
 Date : May 30, 2011                   Membership No. 12439