1.  We have audited the attached Balance Sheet of TIL Limited (the
 Company)as at 31st March, 2011, and the related Profit and Loss
 Account and the Cash Flow Statement for the year ended on that date
 annexed thereto, which we have signed under reference to this report.
 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.
 
 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 management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditors Report) Order, 2003, as
 amended by the Companies (Auditors Report) (Amendment) Order,2004
 (together the Order), issued by the Central Government of India in
 terms of sub-section (4A) of Section 227 of The Companies Act, 1956
 of India (the Act) 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 give in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the Order.
 
 4.  Further to our comments in the Annexure 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 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, the Profit and Loss Account and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 d) In our opinion, the Balance Sheet, the Profit and Loss Account and
 the Cash Flow Statement dealt with by this report comply with the
 applicable accounting standards referred to in sub-section (3C) of
 Section 211 of the Act;
 
 e) On the basis of written representations received from the directors
 , as on 31st March, 2011, and taken on record by the Board of
 Directors, 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 Act;
 
 f) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements together
 with the notes thereon and attached thereto give, in the prescribed
 manner, the information required by the Act, 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 of the Profit and Loss Account, 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
 
 Referred to in Paragraph 3 of the Auditors Report of even date to the
 Members of TIL Limited on the Financial Statements for the year ended
 31st March, 2011.
 
 1.  (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation, of fixed
 assets.
 
 (b) The fixed assets of the Company are physically verified by the
 management according to a phased programme designed to cover all the
 items over a period of three years, which in our opinion, is reasonable
 having regard to the size of the Company and the nature of its assets.
 Pursuant to the programme, a portion of the fixed assets has been
 physically verified by the management during the year and no material
 discrepancies between the book records and the physical inventory have
 been noticed.
 
 (c) During the year, the Company has transferred a substantial part of
 its fixed assets forming part of the undertaking pertaining to the
 dealership business of caterpillar pursuant to a Scheme of Arrangement
 as indcated in Note 13 on Schedule O to the accounts. On the basis of
 our examination of the books and records of the Company, and according
 to the explanations given to us, in our opinion, the transfer of the
 said fixed assets has not affected the going concern status of the
 Company.
 
 2.  (a) The inventory of the Company (other than stocks with third
 parties) has been physically verified by the management during the
 year. In respect of inventory lying with third parties, these have
 substantially been confirmed by them. In our opinion, the frequency of
 verification is reasonable.
 
 (b) In our opinion, 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 inventory records, in our
 opinion, the Company has maintained proper records of inventory. The
 discrepancies noticed on physical verification of inventory as compared
 to book records were not material.
 
 3.  (a) The Company has not granted any loans, secured or unsecured, to
 companies, firms or other parties covered in the register maintained
 under Section 301 of the Act.
 
 (b) The Company has not taken any loans, secured or unsecured, from
 companies, firms or other parties covered in the register maintained
 under Section 301 of the Act.
 
 4.  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, for the
 purchase of inventory, fixed assets and for the sale of goods and
 services. Further, on the basis of our examination of the books and
 records of the Company, and according to the information and
 explanations given to us, we have neither come across nor have been
 informed of any continuing failure to correct major weaknesses in the
 aforesaid internal control system.
 
 5.  According to the information and explanations given to us, there
 have been no contracts or arrangements referred to in Section 301 of
 the Act during the year to be entered in the register required to be
 maintained under that Section. Accordingly, the question of commenting
 on transactions made in pursuance of such contracts or arrangements
 does not arise.
 
 6.  In our opinion and according to the information and explanations
 given to us, the Company has complied with the provisions of Sections
 58A and 58AA or any other relevant provisions of the Act and the
 Companies (Acceptance of Deposits) Rules, 1975, as applicable, with
 regard to 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 or National Company
 Law Tribunal or Reserve Bank of India or any Court or any other
 Tribunal on the Company in respect of the aforesaid deposits.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 8.  The Central Government of India has not prescribed the maintenance
 of cost records under clause (d) of sub-section (1) of Section 209 of
 the Act, for any of the products of the Company.
 
 9 (a) According to the information and explanations given to us and
 records of the Company examined by us, in our opinion, the Company is
 regular in depositing during the year the undisputed statutory dues
 including Provident Fund, Investor Education and Protection Fund,
 Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
 Tax, Customs Duty, Excise Duty, Cess and other material statutory dues,
 as applicable, with the appropriate authorities.
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, the particulars of dues of
 Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise
 Duty and Cess as at 31st March, 2011 as applicable, which have not been
 deposited on account of a dispute, are as follows :
 
 Name of the Statute Nature of Dues   Amount (Rs. in  Forum where dispute
                                                         is pending
                                      lacs) [net of 
                                        payments]
 
 The Central Sales 
 Tax Act, 1956       Sales Tax dues 
                     for the Period 
                     1996-98                 1.65  The Commercial Taxes
                                                   Tribunal ,
                                                   Ghaziabad
 
 The Central Sales 
 Tax Act, 1956       Sales Tax dues for
                     the Period 2007-08     73.93  The Additional 
                                                   Commissioner 
                                                  (Appeals) Commercial
                                                   Taxes, Kolkata
 
 The West Bengal 
 Value Added Tax 
 Act,                Sales Tax dues for 
                     the Period 2007-08    278.34  The Additional 
                                                   Commissioner 
                                                  (Appeals)
 2003                                              Commercial Taxes, 
                                                   Kolkata
 
 The Uttar Pradesh 
 Trade Tax Act, 1948 Entry Tax dues for 
                     the year 2004-05        6.48  The Commercial Taxes
                                                   Tribunal , Ghaziabad
 
 The Uttar Pradesh 
 Trade Tax Act, 1948 Sales Tax dues for 
                     the year 2007-08        2.58  The Additional 
                                                   Commissioner 
                                                  (Appeals), Ghaziabad,
                                                   Uttar Pradesh
 
 The Income tax Act, 
 1961                Income tax dues for 
                     the assessment year
                     2004-05                10.00  Commissioner of 
                                                   Income-tax (Appeals)
 
 The Income tax Act, 
 1961                Income tax dues for 
                     the assessment year
                     2006-07                 1.35  Commissioner of 
                                                   Income-tax (Appeals)
 
 The Income tax Act, 
 1961                Income tax dues for 
                     the assessment year
                     2007-08                 6.74  Commissioner of 
                                                   Income-tax (Appeals)
 
 The Income tax Act, 
 1961                Income tax dues for 
                     the assessment year
                     2008-09               109.81  Commissioner of 
                                                   Income-tax (Appeals)
 
 The Central Excise 
 Act, 1944           Dispute regarding 
                     Duty Exemption
                     Certificate            19.46  Commissioner of 
                                                   Central Excise 
                                                  (Appeals)
                     produced by Ministry 
                     of Defence for the 
                     year 2007-08
 
 The Central Excise 
 Act, 1944           Dispute Regarding 
                     eligibility of 
                     exemption benefit      23.69  Commissioner of 
                                                   Central Excise 
                                                  (Appeals)
                     for the year 2010-11
 
 Finance Act, 1944   Dispute regarding 
                     applicability of 
                     Service Tax on         69.28  Commissioner of 
                                                   Central Excise 
                                                  (Appeals)
                     payment of Royalty 
                     and Technical Know 
                     how fees for the 
                     period 2005-08
 
 Finance Act, 1994   Dispute regarding 
                     service tax on 
                     commission             23.56  Commissioner of 
                                                   Central Excise 
                                                   (Appeals)
                     received for the 
                     year 2007-08
 
 10.  The Company has no accumulated losses as at 31st March, 2011, and
 it has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 11.  According to the records of the Company examined by us and the
 information and explanations given to us, the Company has not defaulted
 in repayment of dues to any financial institution or bank or debenture
 holders as at the Balance Sheet date.
 
 12.  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.  Provisions of any special statute applicable to chit fund/ nidhi/
 mutual benefit fund/ societies are not applicable to the Company.
 
 14.  In our opinion, the Company is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 15.  In our opinion, and according to the information and explanations
 given to us, the terms and conditions of the guarantees given by the
 Company, for loans taken by others from banks or financial
 institutions, are not prejudicial to the interest of the Company.
 
 16.  In our opinion, and according to the information and explanations
 given to us, on an overall basis, the term loans have been applied for
 the purposes for which they were obtained.
 
 17.  On the basis of an overall examination of the Balance Sheet of the
 Company, in our opinion and according to the information and
 explanations given to us, there are no funds raised on short term basis
 which have been used for long term investment.
 
 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 during the year.
 
 19.  The Company had neither any outstanding debenture at the beginning
 of the year nor has it issued any debenture during the year and
 accordingly, the question of creation of security or charges in this
 respect does not arise.
 
 20.  The Company has not raised any money by public issue 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, 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.
 
 22.  The other clauses, (iii)(b), (iii)(c), (iii)(d), (iii)(f),
 (iii)(g) and (v)(b) of paragraph 4 of the Companies (Auditors Report)
 Order 2003 as amended by the Companies (Auditors Report) (Amendment)
 Order, 2004, are not applicable in the case of the Company for the
 current year, since in our opinion there is no matter which arises to
 be reported in the aforesaid order.
 
                                                 For Price Waterhouse
 
                                   Firm Registration Number - 301112E
 
                                                Chartered Accountants
 
                                                               P. Law
 
 Place : Kolkata                                              Partner
 
 Date : 17th May, 2011                      Membership Number – 51790