We have audited the attached Balance Sheet of M/s Sical Logistics
 Limited, as at 31 March 2010 and also the Profit and Loss Account for
 the year ended on that date annexed thereto and the cash flow statement
 for the period ended on that date. These financial statements are the
 responsibility of the Companys 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 signifi cant 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 (Auditors Report) Order, 2003 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 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 it appears from our examination of those
 books;
 
 iii The Balance Sheet, the Profi t 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, to the extent applicable;
 
 v On the basis of written representations received from the directors,
 as on 31 March, 2010, and taken on record by the Board of Directors, we
 report that none of the directors are disqualified as on 31 March 2010
 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 explanations given to us the said accounts 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 Balance Sheet, of the state of affairs of the company
 as at 31 March 2010; b In the case of Profit and Loss account, of the
 PROFIT for the year ended on that date; and c In case of cash flow
 statement, of the cash flows for the year ended on that date.
                                              
 Annexure: As Referred to in our report of even date.
 1 a The company has maintained proper records showing full particulars
 including quantitative details and the situation of fixed assets except 
 in certain divisions which are being updated.
 
 b All the assets have not been physically verified by the management
 during the year but, according to the information and explanations
 given to us, there is a regular 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 During the year the company has not disposed off substantial part of
 the fixed assets and the going concern status of the company is not
 affected.
 
 2 a Inventories have been physically verifid during the year by the
 management. In our opinion, the frequency of verification is reasonable.
 
 b In our opinion, the procedure of physical verification of inventory
 followed by the management is 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 inventories. The
 discrepancies noticed on verification between the physical stock and
 the book records were not material.
 
 3 a In our opinion, the company has neither granted nor taken any
 loans, secured or unsecured from/to the companies, firms or other 
 parties covered in the register maintained under section 301 of the 
 companies Act, 1956. As such the clauses iii(b), iii(c) and iii(d) of
 paragraph 4 of the Order, are not applicable.
 
 4 In our opinion and according to the information and explanation 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, fixed assets and with regard to sale of the
 inventory. During the course of our audit we have not observed any
 continuing failure to correct major weaknesses in internal control.
 
 5.  a In our opinion and according to the information and explanation
 given to us, we are of the opinion that the transaction that needs to
 be entered into the register maintained under section 301 of the
 Companies Act, 1956 have been so entered.
 
 b In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements entered in the register maintained under Sec. 301 of the
 Companies Act, 1956 and exceeding the value of Rs 5,00,000 in respect
 of any party during the year have been made at prices which are
 reasonable having regard to prevailing market prices at the relevant
 time.
 
 6 In our opinion and according to the information and explanation given
 to us the company has complied with directives issued by the Reserve
 Bank of India and the provisions of Sec.58A and 58AA of the Companies
 Act, 1956 and the rules framed there under with regard to deposits
 accepted from the public. As per the information and explanations given
 to us no order under the aforesaid sections has been passed by the
 Company Law Board on the company.
 
 7 In our opinion, the company has an internal audit system commensurate
 with the size and nature of its business.
 
 8 The company does not come under section 209(1)(d) of the Companies
 Act.
 
 9 a According to the information and explanations given to us and
 according to the books and records as produced and examined by us, in
 our opinion, the undisputed statutory dues in respect Provident fund, 
 Income Tax, sales tax, customs duty, excise duty, have generally been
 regularly deposited with the appropriate authorities. In respect of 
 employees state insurance scheme, contributions have generally been 
 regularly deposited with the appropriate authorities. There are no 
 undisputed statutory dues outstanding for more than 6 months.
 
 b As at 31 March 2010 according to the records of the Company, the
 following are the particulars of the disputed dues on account of
 sales-tax, income-tax, custom duty and wealth-tax matters that have not
 been deposited:
 
 Nature 
 of Dues        Amount (Rs Lacs)     Period to 
                                     which the 
                                    amount relates
                                                        Forum where 
                                                       dispute is pending
 
                                    (Financial Year)
 
 Income Tax              81.01      2005-2006           CIT(A) - since 
                                                        adjusted in May
 
 Income Tax              48.77      2001-2002           CIT(A) - since 
                                                        adjusted in May
 
 Income Tax             598.49      2006-2007           CIT(A) - since 
                                                        adjusted in May
 
 Wealth Tax              16.56      1996-97to 
                                    2000-2001           CIT(A)
 
 Sales Tax                0.95      1986-1987           CTO, HR V
 
 Sales Tax                2.47      1991-1992 to 
                                    1994-1995           JC Chennai
 
 Sales Tax                5.40      1986-1987           STAT
 
 Sales Tax               10.37      1989-1990           STAT
 
 Sales Tax              641.00        1982-83 & 
                                      1986-87           JC Vellore 
                                                        [Interest]
 
 Service Tax            843.85      2002-2006           CESTAT
 
 Service Tax             14.08      2006-2007           CCE(A)
      
 Service Tax              4.42      2002-2006           CCE (A), Madurai
 
 Service Tax            961.22      2002-2006           CESTAT [Penalty]
 
 
 10 The company has neither accumulated losses as at 31 March 2010 nor
 it has incurred any cash losses during the financial year ended on that
 date or in the immediately preceding fi nancial year
 
 11 Based on our audit procedures and on the information and
 explanations given by management, we are of opinion that the company
 has not defaulted in repayment of dues to Financial Institutions or
 bank or debenture holders.
 
 12 According to the information and explanation given to us, the
 company has not granted any loans & advances on the basis of security
 by way of pledge of shares, debentures and other securities.
 
 13 The provisions of any special statute asspecified under clause
 (xiii) of paragraph 4 of the Order are not applicable to the Company.
 
 14 According to the information and explanation given to us, the
 company is not dealing or trading in shares, securities, debentures and
 other investments. Accordingly, clause 4(xiv) of Companies (Auditors
 Report) Order 2003 is not applicable.
 
 15 In our opinion, the terms and conditions on which the company has
 given guarantees for loans taken by others from banks or financial
 institution are not prejudicial to the interest of the company.
 
 16 In our opinion, the term loans have been applied for the purpose for
 which they were raised.
 
 17 According to the information and explanation given to us and on
 overall examination of the balance sheet of the company, short-term
 funds have not been applied for long term purposes.
 
 18 During the year the company has not made any preferential allotment
 of shares to the parties and the companies covered in the register
 maintained under Sec. 301 of the Companies Act, 1956. Accordingly,
 clause 4(xviii) of Companies (Auditors Report) Order 2003 is not
 applicable.
 
 19 The company has not issued debentures during the year and therefore
 the question of creation of charge or security does not arise.
 
 20 The company has not raised any money through public issue of equity
 shares during the year.
 
 21 According to the information and explanation given to us, no fraud
 on or by the company has been noticed or reported during the year.
 
 Place Chennai                      
 
 Date 25 May 2010
 
                                              For and on behalf of 
 
                                              M/s CNGSN & Associates 
 
                                              Chartered Accountants
 
 
 
                                              CN GANGADARAN
 
                                              Partner
 
                                              Membership No. 11205
 
                                              FRNo. 004915S