(1) We have Audited the attached Balance Sheet of SKS LOGISTICS LIMITED
 as at 31st March, 2012 and also the related statement of Profit and Loss
 of the Company for the year ended on that date annexed thereto and Cash
 Flow Statement of company for the year ended on that date. These
 financial statement 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 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.
 
 (3) As required by the Companies (Auditors Report) Order, 2003 (as
 amended) 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 of the matters specified in paragraphs 4
 and 5 of the said Order.
 
 (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 accounts 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 deatt with by this report are in agreement with books of
 accounts.
 
 (d) In our opinion, and to the best of our information the Balance
 Sheet and Statement of Profit and Loss and Cash Flow Statement dealt
 with this report comply with the Accounting Standards referred to in
 Section 211 (3C) of the Companies Act 1956, to the extent applicable.
 
 (e) On the basis of written representations received from the directors
 as on 31s* March 2012 and taken on record by the Board of Directors,
 none of the Directors is prima-facie disqualified as on 313 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
 Significant Accounting Policies and other 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 the Balance Sheet of the state of affairs of the
 Company as at 31s March. 2012.
 
 II) In the case of the Statement of Profit and Loss of the Profit for
 the year ended on that date.
 
 III) In the case of Cash Flow Statement of the Cash Flow for the year
 ended on that date.
 
 ANNEXURE TO THE AUDITOR REPORT
 
 (Referred to in paragraph 3 of our Report of even date on the accounts
 of SKS Logistics Limited for the year ended 31st March, 2012).
 
 1.  (a) The Company is maintaining the records showing particulars
 including quantitative details and situation of
 
 fixed assets.
 
 (b) Some fixed assets have been physically verified by the management
 during the year in accordance with phased program of verification
 adopted by the company. No material discrepancies between the book
 records and physical inventory were noticed in respect of assets
 physically verified during the year.
 
 (c) The company has not disposed off substantial part of its fixed
 assets during the year.
 
 2.  The Company is in Shipping business, therefore clauses (ii)(a),
 (ii)(b) and (ii)(c) of Para 4 of the above mentioned order regarding
 inventory and its physical verification, etc., do not apply in its
 case. The Company does purchase stores and spare parts for its ships &
 barges which are directly treated as consumed as and when supplied to
 its ships & barges.
 
 3.  (a) The Company has not given any Loans, secured or unsecured to
 companies, firm or other parties listed in the register maintained
 under section 301 of Companies Act, 1956. The company has taken
 unsecured loan from Companies and a Director listed in the registered
 maintained under section 301 of the Companies Act, 1956.  The maximum
 balance outstanding during the year is Rs. 340.45 lacs. (Previous Year Rs.
 442.45 Lacs)
 
 (b) In our opinion and according to the information and explanation
 given to us the unsecured loans taken by the company are interest free,
 the same are repayable on demand and therefore question of overdue
 amount does not arise.
 
 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 regards to purchases of stores, spare parts, fixed assets
 and services rendered. During the course of our audit, no major
 weakness has been noticed in the internal controls.
 
 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 the transactions that need to be entered into the register
 maintained under Section 301 have been so entered.
 
 b) In our opinion and according to the information and explanations
 given to us, there are no transactions in pursuance of contracts or
 arrangements entered in the register maintained under Section 301 of
 the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/-
 (Rupees Five Laces only ) or more in respect of any party.
 
 6.  In our opinion and according to the information and explanations
 given to us, the Company has not accepted any deposits from the public
 within the meaning of Section 58A and 58AA of the Companies Act, 1956
 and the rules framed there under. No order has been passed by the
 Company Law Board , or National Company Law Tribunal, or Reserve Bank
 of India, or any Court, or any other Tribunal.
 
 7.  In our opinion the company has internal Audit system commensurate
 with the size and nature of its business.
 
 8.  As informed to us the maintenance of cost records has not been
 prescribed by the Central Government under clause (d) of sub section
 (1) of Section 209 of the Companies Act, 1956, in respect of activities
 carried on by the company.
 
 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, tne undisputed material statutory dues in respect of
 provident fund, investor education and protection fund, employees state
 insurance, sales-tax, income-tax, wealth-tax, customs duty, excise
 duty, cess and other material statutory dues as applicable, have been
 generally regularly deposited by the Company during the year with the
 appropriate authorities except due is respect of Income Tax & Service
 Tax. The extent of the arrears of statutory dues outstanding as at
 31/03/2012 for a period of more than six months from the date became
 payable in respect of Income Tax and Service Tax pertaining to
 financial years, 2010-2011 & 2011-2012Rs. 178.23 Lacs.
 
 (b) According to the information and explanation given io us, there are
 no dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty
 or Cess Outstanding on account of any dispute.
 
 10.  The Company does not have any accumulated losses nor has it
 incurred any cash losses during the financial year covered by our audit
 and the immediately preceding financial year.
 
 11.  According to the information and explanations given by the
 management, the Company has overdue repayment of loan installments of
 Bank Term Loans aggregating to Rs. 3,13,69,537/- and overdue installments
 of Interest on Bank Term Loans aggregating to Rs. 44,39,239/- relating to
 Financial Year 2011-2012. There are no Debenture Holders.
 
 12.  The Company has not granted any loans and advances on the basis of
 security by way of pledge cf shares etc.
 
 13.  In our opinion, considering the nature of activities carried on by
 the Company during the year, the provisions of any special statute
 applicable to chit fund / nidhi / mutual benefit fund / societies are
 not applicable to the Company.
 
 14.  The Company is not dealing or trading in shares, securities, etc.
 
 15.  The Company has not given any guarantee for loans taken by others
 from banks or financial institutions.
 
 16.  In our opinion and according to the information :> o explanations
 given to us and on an overall examination, the term loans have been
 applied for the purpose for which they were raised.
 
 17.  Based on our examination and the information and explanation given
 to us, we report that the Company has not utilised any funds raised on
 short term basis for long term investments and vice-versa.
 
 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 Act.
 
 19.  The Company has not issued any secured debentures during the year.
 
 20.  The company has not raised any money by public issue during the
 year.
 
 21.  During the course of our examination of the books of account
 carried out in accordance with the generally accepted auditing
 practices in India, and according to the information and explanations
 given to us, we have neither come across any instance of fraud on or by
 the Company, noticed or reported during the year, nor have we been
 informed of such case by the management.
 
                                                   For N. D, HEDA & CO.
 
                                         Firm Registration No. 1036Q4W
                                                 Chartered Accountants.
 
                                                            N. D. HEDA
 
                                                            Proprietor
                                                  Membership No. 32450
 
 Place : Mumbai
 
 Date : 14th August 2012