1.  We have audited the attached Balance Sheet of SUBROS LIMITED, as at
 31st March, 2011 and also the Profit & 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 conducted our audit in accordance with the 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 Companies (Auditors'' Report) Order, 2003 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 of the books and
 records of the Company as we considered appropriate and the information
 and explanations given to us during the course of audit, we enclose in
 the Annexure a statement on the matters specified in paragraphs 4 and 5
 of the said Order.
 
 4.  Further to our comments in theAnnexure referred to in paragraph 3
 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 purpose of our
 audit;
 
 b) in our opinion, proper books of account as required by law have been
 kept by the Company so far asappears from our examination of those
 books;
 
 c) the Balance Sheet, Profit and 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, Profit and Loss Account and Cash
 Flow Statement dealt with by this report comply with the Accounting
 Standards referred to in Section 211(3C) of the CompaniesAct, 1956, to
 the extent applicable;
 
 e) on the basis of written representations received from the directors
 of the Company as on 31st March, 2011 and taken on record by the Board
 of Directors, we report that none of the directors is disqualified as
 on 31st March, 2011 from being appointed as a director in terms of
 clause (g) of sub-section (1) of Section 274 of the CompaniesAct, 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 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 31st March, 2011.
 
 ii) in the case ofthe Profit and LossAccount, of the Profit for the
 year ended onthat date; and
 
 iii) in the case ofthe Cash Flow Statement, ofthe Cash Flows for the
 year ended on that date.
 
 Annexure to the Auditors'' Report
 REFERRED TO IN PARAGRAPH (3) OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS
 OF SUBROS LIMITEDFORTHEYEARENDED31STMARCH,2011:
 
 1. (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) As explained to us, physical verification of the major portion of
 fixed assets was conducted by the management during the year. In our
 opinion, the frequency of physical verification is reasonable having
 regard to the size of the Company and the nature of its assets. No
 material discrepancies were noticed on aforesaid verification.
 
 (c) There was no substantial disposal of fixed assets during the year
 which may affect the going concern.
 
 2 (a) In our opinion and according to the information and explanations
 given to us, physical verification of inventory has been conducted at
 reasonable intervals by the management.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures of 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) On the basis of our examination of the records of inventory and
 according to the information and explanations given to us, we are of
 the opinion that the Company is maintaining proper records of
 inventory. No material discrepancies have been noticed on verification
 between the physical stocks and the book records.
 
 3.  The Company has neither taken any loan from nor granted any loan to
 companies, firms or other parties listed in the register maintained
 under section 301 of the Companies Act, 1956.Accordingly, clause (iii)
 of paragraph 4 of the Order is not applicable.
 
 4.  In our opinion and according to the information and explanations
 given to us, there are adequate internal control systems commensurate
 with the size of the company and the nature of its business with regard
 to purchase of inventory and fixed assets and for sale of goods and
 services. During the course of our audit, we have not observed any
 continuing failure to correct major weaknesses in internal control
 system
 
 5.  (a) To the best of our knowledge and belief and according to the
 information and explanations given to us, we are of the opinion that
 the contracts or arrangements referred to in Section 301 of the
 Companies Act, 1956 have been entered in the register required to be
 maintained under that section.
 
 In our opinion and according to the information and explanations given
 to us, transactions made in pursuance of such contracts or arrangements
 and exceeding the value of rupees five lakhs in respect of any party
 during the year have been made at prices which are prima facie
 reasonable having regard to prevailing market prices at the relevant
 time.
 
 6.  The Company has not accepted any deposit from the public within the
 meaning of Sections 58A, 58AAor any other relevant provisions of the
 CompaniesAct, 1956 and rules framed there under.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 8.  We have broadly reviewed the books of account maintained by the
 Company in respect of manufacture of Automotive Airconditioning Systems
 and parts thereof pursuant to the Order made by the Central Government,
 for maintenance of cost records prescribed under Section 209(1)(d) of
 the Companies Act, 1956, and are of the opinion that, prima facie, the
 prescribed accounts and records have been made and maintained. We have
 not, however, made a detailed examination of the records with a view to
 determine whether they are accurateor complete.
 
 9. (a) According to the information and explanations given to us, the
 Company is generally regular in depositing with appropriate authorities
 undisputed statutory dues including Investor Education & Protection
 Fund, provident fund, employees state insurance, income tax, sales tax,
 wealth tax, service tax, customs duty, excise duty, cess and other
 material statutory dues applicable to it during the year.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of income tax, wealth tax, sales
 tax, service tax, customs duty, excise duty, cess and other material
 statutory dues were in arrears, as at March 31, 2011 for a period of
 more than six months from the date they became payable.
 
 (c) According to the information and explanations given to us, details
 of dues of income tax, sales tax, service tax, wealth tax, custom duty,
 excise duty and cess which have not been deposited on account of any
 dispute are given below :
 
                               Financial 
                               year to      Amount   Forum where dispute
  
 Name of statute  Nature of 
                  Dues         which the  (Rs.inLacs) is pending
                               matter 
                               pertains
 
 Sales Tax Acts   Sales Tax                           Dy. Commissioner
                                1996-97       0.84
                                                         (Appeal)
 
                                                      Dy. Commissioner 
                                1997-98       2.70        (Appeal)
 
                                                      Dy. Commissioner 
                                1998-99       6.51        (Appeal)
 
                                                      Dy. Commissioner 
                                1999-00      10.30        (Appeal)
 
                                                      Dy. Commissioner 
                                2000-01      17.23        (Appeal)
 
                                                      Dy. Commissioner 
                                2001-02      26.50        (Appeal)
 
                                                      Jt. Commissioner 
                                2002-03       5.61
                                                          (Appeal)
 
                                                     Sales Tax Appellate
                                2002-03      22.21
                                                     Tribunal (Hydrabad)
 
                                2003-04      29.96   Sales Tax Appellate
                                                     Tribunal (Hydrabad)
 
                                                     Sales Tax Appellate
                                2004-05       7.63   Tribunal (Hydrabad)
 
 U.P. Tax on 
 entry of      Entry Tax        2008-09      33.74   Allahabad High Court
 Goods into 
 Local
 Area Act 2007                  2009-10      27.01   Allahabad High Court
 
                                2010-11      32.85   Allahabad High Court
 
 10.  The Company does not have accumulated losses as at 31st March,
 2011. The Company has not incurred cash losses during the financial
 year covered by our audit and the immediately preceding financial year.
 
 11.  In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to
 banks. The Company has neither taken any loan from financial
 institution nor has issued debentures.
 
 12.  According to the information and explanations given to us and
 based on the records produced 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.
 
 13.  In our opinion, the Company is not a chit fund or a nidhi/mutual
 benefit fund/society.
 
 14.  In our opinion and according to the information and explanations
 given to us, the Company is not dealing in or trading in shares,
 securities, debentures and other investments.
 
 15.  In our opinion and according to the information and explanations
 given to us, the Company has not guaranteed any loan taken by others
 from banks or financial institutions.
 
 16.  In our opinion and according to the information and explanations
 given to us, the term loans were applied for the purpose for which they
 were obtained.
 
 17.  In our opinion and according to the information and explanations
 given to us, and on an overall examination of the Balance Sheet of the
 Company, we report that no funds raised on short-term basis have been
 used for long term investment.
 
 18.  According to the information and explanations given to us, the
 Company has not made any preferential allotment of shares to parties
 and companies covered in the register maintained under Section 301 of
 the CompaniesAct, 1956.
 
 19.  The Company did not have any outstanding debentures during the
 year.
 
 20.  The Company has not raised any money through a public issue during
 the year.
 
 21.  Based on the audit procedures performed and information and
 explanations given by the management, we report that no fraud on or by
 the Company has been noticed or reported during the course of our audit
 for the year ended 31st March, 2011.
 
                                                 For V.K. DHINGRA & CO.  
 
                                                  CHARTERED ACCOUNTANTS 
                                            Firm Registration No.000250N
 
 PLACE: NEW DELHI                                        (V.K. DHINGRA)
 
 DATED: 3rd August, 2011                                       PARTNER
 
                                                  Membership No. 14467