1.  We have audited the attached Balance Sheet of Patel Integrated
 Logistics Limited, as at 31st March, 2011, the related Profit and Loss
 Account 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 have conducted our audit in accordance with the auditing
 standards generally accepted in India. These Standards require that we
 plan and perform the audit to obtain reasonable assurance about whether
 the financial statements are free of material misstatements. 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 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, and on the basis of such
 checks of the books and records of the Company as we considered
 appropriate and according to the information and explanations given to
 us, we enclose in the Annexure a statement on the matters specified in
 paragraphs 4 and 5 of the said Order.
 
 4.  We further 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 and 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 and Loss Account and 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;
 
 v) On the basis of the 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 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 explanations given to us, the said financial statements read with
 the significant accounting policies and notes thereon, 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 of the
 Company for the year ended on that date;
 
 and
 
 c.  in the case of Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 ANNEXURE TO AUDITORS'' REPORT OF PATEL INTEGRATED LOGISTICS LIMITED
 (Referred to in paragraph 3 of our report of even date)
 
 (I) In respect of its fixed assets:
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets.
 
 (b) We have been informed that most of the Fixed Assets have been
 physically verified by the management during the year in a phased
 manner 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) During the year no substantial part of fixed assets has been
 disposed off by the Company. Therefore, the provisions of clause I(c)
 of paragraph 3 of the aforesaid Order, in our opinion, are not
 applicable to the Company.
 
 (II) In respect of inventory of stores, operating supplies, etc.:
 
 In view of there being no requirement to carry and hold any stock of
 inventories, the provisions of clause II of paragraph of the aforesaid
 Order, in our opinion, are not applicable to the Company.
 
 (III) In respect of the loans, secured or unsecured, granted or taken
 by the Company to companies, firms or other parties covered in the
 Register maintained under section 301 of the Companies Act, 1956,
 according to the information and explanations given to us :
 
 (a) The Company has granted loans to one company listed in the register
 maintained under section 301 of the Companies Act, 1956. The maximum
 amount outstanding during the year was Rs.20,12,203/- and the year end
 balance of loan granted to such company is Rs. 20,12,203/-.
 
 (e) The Company has taken unsecured loan from one company listed in the
 register maintained under section 301 of the Companies Act, 1956. The
 maximum amount outstanding during the year was Rs.1,06,00,000/- and the
 year end balance of loan taken from such company is Rs.61,00,000/-.
 
 (f) In our opinion and according to the information and explanation
 given to us, the rate of interest and other terms and conditions of the
 loans taken by the company, are prima facie not prejudicial to the
 interest of the company.
 
 (g) The principal amounts are repayable on demand and there is no
 repayment schedule. The interest is paid regularly.
 
 (IV) In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business with regard
 to purchase of fixed assets and sale of services. During the course of
 our audit, we have neither come across nor have we been informed of any
 continuing failure to correct major weaknesses in the internal control
 system.
 
 (V) In respect of contracts or arrangements entered in the Register
 maintained in pursuance of Section 301 of the Companies Act, 1956, to
 the best of our knowledge and belief and according to the information
 and explanations given to us:
 
 (a) The transactions made in pursuance of contracts or arrangements
 that are required to be entered in the register maintained under
 Section 301 of the Companies Act, 1956, have been duly entered by the
 Company.
 
 (b) In our opinion, the transactions in pursuance of contracts or
 arrangements that are required to be entered in the Register maintained
 under Section 301 of the Companies Act, 1956 aggregating during the
 year to Rs. 5,00,000/- (Rupees Five Lacs Only) or more in respect of
 any party during the year, the rates are considered to be reasonable
 having regard to the prevailing market price at the relevant time.
 
 (VI) In our opinion and according to the explanations given to us, the
 Company has complied with the provisions of Sections 58A and 58AA of
 the Companies Act, 1956 and the Companies (Acceptance of Deposits)
 Rules, 1975, with regard to the deposits accepted from the public.
 According to the information and explanations given to us, no order
 under the aforesaid sections has been passed by the Company Law Board
 on the Company.
 
 (VII) In our opinion, the Company has an internal audit system,
 commensurate with the size of the Company and nature of its business.
 
 (VIII) The Central Government has not prescribed maintenance of cost
 records under section 209(1)(d) of the Companies Act, 1956 in respect
 of any of the activities of the Company.
 
 (IX) According to the information and explanations given to us in
 respect of statutory dues:
 
 (a) The Company has generally been regular in depositing undisputed
 dues of Provident Fund, Employees’ State Insurance, Income Tax, Wealth
 Tax, Service Tax, Cess and other statutory dues applicable to it, with
 the appropriate authorities during the year. According to the
 information and explanations given to us, no undisputed amounts payable
 in respect of Provident Fund, Employees'' State Insurance, Income Tax,
 Wealth Tax, Service Tax and Cess were in arrears as at 31st March, 2011
 for a period of more than six months from the date they became payable.
 
 (b) There are no statutory dues, which have not been deposited on
 account of any dispute.
 
 (X) The Company has no accumulated loss as at 31st March, 2011 and has
 not incurred cash losses in the financial year covered under audit and
 in the 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
 banks, financial institutions. The Company has not issued any
 debentures.
 
 (XII) In our opinion and according to the information and explanations
 given to us, the Company has not granted any loans and advances on the
 basis of security by way of pledge of shares, debentures and other
 securities.
 
 (XIII) In our opinion, the Company is not a chit fund or a nidhi,
 mutual benefit fund/society. Therefore, the provisions of Clause XIII
 of paragraph 3 of the aforesaid Order, are not applicable to the
 Company.
 
 (XIV) In our opinion and according to the information and explanations
 given to us, the Company has undertaken 27 nos. of transactions with
 regards to purchase of shares and 33 nos. of transactions with regards
 to sale of shares during the year.
 
 (XV) 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. Accordingly, the provision of Clause XV of
 paragraph 3 of the aforesaid Order, are not applicable to the Company.
 
 (XVI) In our opinion and according to the information and explanations
 given to us, the term loans have been applied for the purpose for which
 the same were obtained.
 
 (XVII)According to the information and explanations given to us, and on
 an overall examination of the Balance Sheet of the Company, funds
 raised on short term basis have, prima facie, not been used during the
 year for long term investment.
 
 (XVIII)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. Therefore, the
 provisions of Clause XvIII of paragraph 3 of the aforesaid Order, in
 our opinion, are not applicable to the Company.
 
 (XIX) The Company has not issued any debentures during the year under
 audit. Therefore, the provisions of Clause XIX of paragraph 3 of the
 aforesaid Order, in our opinion, are not applicable to the Company.
 
 (XX) The Company has not raised any money by public issue during the
 year. Therefore, the provisions of Clause XX of paragraph 3 of the
 aforesaid Order, in our opinion, are not applicable to the Company.
 
 (XXI) To the best of our knowledge and according to the information and
 explanation given to us, we have neither come across any instances of
 fraud on or by the Company nor have we been informed of any such case
 by the Management.
 
 For M S P & CO.  
 Chartered Accountants
 
 
 M.S.PARIkh
 (Partner)
 Membership No. 08684
 
 Mumbai,
 Dated: 30th August, 2011