We have audited the attached Balance Sheet of Shivam Autotech Limited
 as at 31st March, 2012 and also the Statement of Profit & Loss and the
 Cash Flow Statement of the Company 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.
 
 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 the 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 (Auditors'' Report) Order, 2003 as amended
 by the Companies (Auditors'' Report) (Amendment) Order, 2004
 (Collectively the Order) issued by the Central Government of India in
 terms of Section 227 (4A) of the Companies Act, 1956 and on the basis
 of such checks 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.
 
 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 purposes 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, Statement of Profit & 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, Statement of Profit & Loss 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.
 
 (e) 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.
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read with the
 Accounting policies and 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:
 
 (i) In the case of Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2012; (ii) In the case of Statement of Profit
 and Loss, of the Profit for the year ended on that date; and (iii) In
 the case of Cash Flow Statement, of the Cash flows for the year ended
 on that date.
 
 ANNEXURE TO AUDITORS'' REPORT (Annexure referred to in our report of
 even date)
 
 1.  (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) Verification of the fixed assets is being conducted based on a
 phased programme by the management designed to cover all assets, which,
 in our opinion, is reasonable having regard to the size of the company
 and nature of its business. Discrepancies noticed on such verification
 as compared to book records were not material and have been properly
 adjusted in the books of account.
 
 (c)Fixed assets disposed off during the year were not substantial.
 
 2.  (a) The inventory has been physically verified during the year by
 the management at all its locations at reasonable intervals. Further
 stocks in the possession and custody of third parties as at 31st March
 2012 have been verified by the management with reference to
 confirmations or statement of account or correspondence of the third
 parties. In our opinion, the frequency of such verification is
 reasonable.
 
 (b) The procedures for the physical verification of inventory followed
 by the management are, in our opinion, reasonable and adequate in
 relation to the size of the Company and nature of its business.
 
 (c) In our opinion, the Company is maintaining proper records of
 inventory. The discrepancies noticed on physical verification of
 inventory as compared to book records were not material and have been
 properly dealt with in the books of account.
 
 3.  The Company has neither granted nor taken any loans, secured or
 unsecured, to/from companies, firms or other parties listed in the
 register maintained under section 301 of the Companies Act, 1956.
 Consequently, clauses (iii) (a) to (iii) (g) of paragraph 4 of CARO are
 not applicable.
 
 4.  In our opinion, and according to the information and explanations
 given to us during the course of audit, there are adequate internal
 control systems commensurate with 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 and services. Further on the basis of our
 examination of the books & records of the company, carried out in
 accordance with thegenerally accepted auditing practices in India, we
 have neither come across nor have we been informed of any instance of
 major weaknesses in the aforesaid internal control systems.
 
 5.  (a) Based on the audit procedures applied by us and according to
 the information and explanations provided by the management, we are of
 the opinion that there are no particulars of contracts or arrangements
 that need to be entered in the register maintained under section 301 of
 the Companies Act, 1956.
 
 (b)Based on the audit procedures applied by us and according to the
 information and explanations provided by the management, we are of the
 opinion that, there are no transactions made in pursuance of contracts
 or arrangements required to be entered in the register maintained under
 section 301 of the Companies Act, 1956 and exceeding the value of five
 Lacs rupees in respect of each party during the year.
 
 6.  The Company has not accepted any deposits from the public within
 the meaning of section 58A and 58AA or any other relevant provisions of
 the Companies Act, 1956 including the Companies (Acceptance of
 Deposits) Rules, 1975.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with the size & nature of its business.
 
 8.  We have broadly reviewed the cost records maintained by the Company
 pursuant to The Companies (Cost Accounting Records) rules, 2011 as
 notified by notification no. GSR 429 (E) dated 3rd June, 2011 of
 Ministry of Corporate Affairs, Government of India under section
 209(1)(d) of the Companies Act, 1956. We are of the opinion that prima
 facie the prescribed records have been made and maintained by the
 Company. We are, however, not required to make a detailed examination
 of such records.
 
 9.  (a)According to the records of the Company, undisputed statutory
 dues including 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
 have been generally regularly deposited with the appropriate
 authorities during the year and there are no such undisputed statutory
 dues outstanding as on the date of Balance Sheet for a period exceeding
 six months from the date they became payable as on the date of the
 balance sheet.
 
 (b) According to the information & explanations given to us and as per
 the books and records examined by us, there are no dues in respect of
 Excise Duty, Sales Tax, Wealth Tax, Custom Duty, Income Tax and Cess
 which have not been deposited on account of any dispute except the
 following dues of Income Tax along with the forum where the dispute is
 pending :
 
 Name of        Nature of Dues    Year to which   Amount     Forum
 the Statute                      amount 
                                  pertains      (Rs.in Lacs)
 
 Income          Demand           A.Y 2008-09      6.45   Commissioner of
 Tax Act,        raised on                                Income Tax
 1961            assessment                               (Appeals),
                                                          New Delhi
 
 10.  There are no accumulated losses of the Company as at the end of
 the financial year. There are no cash losses during the financial year
 and in the immediately preceding financial year.
 
 11.  According to the information and explanations given to us and as
 per the books and records examined by us there were no delays in
 amounts due in respect of Term Loans from Banks / Financial
 Institutions on account of Principal except 2 instances of Rs.600 Lacs
 with delay ranging from 30 to 45 days and 2 instances of Rs.540 Lacs
 with delay ranging from 60 to 90 days of Punjab National Bank, the
 amount being fully paid up to 31st March 2012.
 
 12.  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.
 
 13.  The Company does not fall within the category of Chit fund / Nidhi
 / Mutual Benefit fund / Society and hence the related reporting
 requirements of the Order are not applicable.
 
 14.  The Company is not dealing in or trading in shares, securities,
 debentures, and other investments. Accordingly, the provisions of
 clause 4(xiv) of the Order are not applicable to the company.
 
 15.  The company has not given any guarantees for loans taken by others
 from bank or financial institution.
 
 16.  In our opinion, and according to the information and explanations
 given to us, the term loans raised during the year by the Company have
 been applied for the purpose for which the said loans were obtained,
 where such end-use has been stipulated by the lender.
 
 17.  According to the information and explanations given to us and as
 per the books and records examined by us,on an overall examination of
 the Balance Sheet of the Company, the funds raised by the Company on
 short term basis have been applied for long-term investment to the
 extent of Rs. 3,626.68 Lacs. We understand from management that the
 company is in the process of arranging suitable long term funds to
 replace these short term funds.
 
 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.
 
 19. The Company has not issued any debentures during the year nor has
 any outstanding debentures.
 
 20.  The Company has not raised any money by way of public issues
 during the year.
 
 21.  During the course of our examination of the books and records of
 the Company carried out in accordance with the generally accepted
 auditing practices in India, we have neither come across any instance
 of fraud on or by the Company, noticed and reported during the year,
 nor have we been informed of such case by the management.
 
                                    For S. S. KOTHARI MEHTA & CO.
 
                                           Chartered Accountants
                                   Firm Registration No. 000756N
 
 Place: New Delhi                                  KAMAL KISHORE
 
 Date : 25th May, 2012                                   Partner
 
                                      Membership Number - 078017