We have audited the attached Balance Sheet of TVS MOTOR COMPANY
 LIMITED, Chennai - 600 006 as at 31st March 2012 and the Statement of
 Profit and Loss for the year ended on that date annexed thereto and the
 Cash Flow Statement for the year ended on that date. 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.
 
 1.  We have conducted our audit in accordance with auditing standards
 generally accepted in India. These standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free from any 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 presentation of the
 financial statements.  We believe that our audit provides a reasonable
 basis for our opinion.
 
 2.  As required by the Companies (Auditor''s Report) Order, 2003 and
 amended by the Companies (Auditors'' Report) (Amendment) Order 2004
 issued by the Central Government 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.
 
 3.  Further to our comments in the Annexure referred to above, we state
 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 accounts as required by law have
 been kept by the Company so far as it appears from our examination of
 such books;
 
 c) The Balance Sheet, Statement of Profit and Loss and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 accounts;
 
 d) In our opinion, the Balance Sheet, Statement of Profit and 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
 of the Company as on 31st March 2012 and taken on record by the Board
 of Directors, we report that none of the directors is disqualified from
 being appointed as a director in terms of Clause (g) of sub-section (1)
 of Section 274 of the Companies Act, 1956 on the said date.
 
 f) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read together with the
 notes thereon particularly notes under Accounting Standard 13 and
 Accounting Standard 30 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 so far as it relates to the Balance Sheet, of the state of
 affairs of the Company as at 31st March 2012;
 
 ii) in so far as it relates to the Statement of Profit and Loss, of the
 profit of the Company for the year ended on that date; and
 
 iii) in so far as it relates to the Cash Flow Statement, of the cash
 flows of the Company for the year ended on that date.
 
 (i) (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) Fixed assets are physically verified by the management at
 reasonable intervals. In our opinion, the interval 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) The assets disposed off during the year are not substantial and
 therefore do not affect the going concern status of the Company.
 
 (ii) (a) The inventory has been physically verified at reasonable
 intervals during the year by the management. In our opinion, the
 frequency of such verification is adequate. In respect of inventory
 with third parties, which have not been physically verified, there is a
 process of obtaining confirmation from such parties.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures for physical verification of inventory
 followed by the management were reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 (c) In our opinion, the Company has maintained proper records of
 inventory. The discrepancies between the physical stocks and the book
 stocks were not material and have been properly dealt with in the books
 of account.
 
 (iii) (a) During the year, the Company has granted loans and advances
 to four Companies covered in the register maintained under Section 301
 of the Companies Act, 1956 amounting to Rs. 50.30 crores (Balance due
 as at the year end Rs. 42.64 crores from two parties).
 
 (b) In our opinion, the rate of interest and other terms and conditions
 on which such loans and advances are made are not prima facie
 prejudicial to the interest of the Company.
 
 (c) The recovery of principal amount and interest thereon were in
 accordance with the terms of loan.
 
 (d) As on the date of Balance Sheet, there was no overdue amount
 recoverable on the said loans and advances.
 
 (e) During the year, the Company has taken loan of Rs.14.85 Cr from one
 party covered in the register maintained under Section 301 of the
 Companies Act, 1956. (Balance due as at the year end Rs.14.85 Cr)
 
 (f) The terms relating to interest and other conditions are not prima
 facie prejudicial to the interest of the Company.
 
 (iv) In our opinion and according to the information and explanations
 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 for
 the sale of goods and services. During the course of our audit, no
 minor or major continuing failure has been noticed in the internal
 control system.
 
 (v) (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 contracts or arrangements that need to be entered
 in the register maintained under Section 301 of the Companies Act,
 1956, have been properly entered in the said register.
 
 (b) In our opinion and according to the information and explanations
 given to us, transactions entered in the register maintained under
 Section 301 of the Companies Act 1956 and exceeding the value by rupees
 five lakhs during the year in respect of each party have been made at
 prices which are reasonable having regard to the prevailing market
 prices at the relevant time.
 
 (vi) The Company has not accepted any deposit from the public.
 
 (vii) The Company has an Internal Audit System, which in our opinion is
 commensurate with its size and nature of its business.
 
 (viii)We have broadly reviewed the books of account maintained by the
 Company pursuant to the rules made by the Central Government under
 Section 209(1)(d) of the Companies Act, 1956 for maintenance of cost
 records in respect of automotive two and three wheelers and are of the
 opinion that prima facie, the prescribed accounts and records have been
 made and maintained.
 
 (ix) (a) According to the records provided to us, the Company is
 regular in depositing undisputed statutory dues including Provident
 Fund, Employees'' State Insurance, Investor Education and Protection
 Fund, Income-tax, Sales-tax, Wealth Tax, Service Tax, Customs Duty,
 Excise Duty and Cess and other statutory dues with the appropriate
 authorities.  However, there have been marginal delays in respect of
 payments of Employees'' State Insurance and National Calamity Contingent
 Duty.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of Income-tax, Sales-tax, Wealth
 Tax, Service Tax, Customs Duty, Excise Duty and Cess were in arrears as
 at 31st March 2012 for a period of more than six months from the date
 they became payable.
 
 (c) According to the information and explanations given to us, the
 following are the details of the disputed dues, that were not deposited
 with the authorities concerned.
 
 Name of the        Nature of        Amount        Forum where 
 Statute            dues            (Rs. in Cr)    dispute is pending
 
 Central Excise     Cenvat /        (a)   9.16     Central Excise and 
 Act, 1944          Excise dues                    Service Tax Appellate
                                                   Tribunal, Chennai
 
                                    (b)  41.54     Assistant / Deputy /
                                                   Commissioner of 
                                                   Central Excise,
                                                   Hosur and Mysore
 
                                    (c)   0.24     High Court of 
                                                   Karnataka
 
                                    (d)   7.32     Supreme Court
 
 Finance            Service Tax     (a)   5.84     Assistant / Deputy /
 Act, 1994                                         Commissioner of
                                                   Central Excise,
                                                   Hosur and Mysore
 
                                    (b)   2.43     Central Excise and
                                                   Service Tax Appellate
                                                   Tribunal, Chennai
 
 Customs Act,       Customs               1.87     High Court of
 1962               Duty                           Judicature at Madras
 
 Sales Tax /        Sales tax       (a)   2.69     Dept Authorities
 VAT Laws  
                                    (b)   0.61     Tribunals
 
                                    (c)   0.20     High Court of 
                                                   Karnataka
 
                                    (d)   0.05     High Court of Orissa
 
                                    (e)   0.60     Supreme Court
 
 The Tamil Nadu     Electricity     (a)   3.96     High Court of
 Tax on             Tax                            Judicature at Madras
 
 Consumption or                     (b)   0.76     Supreme Court
 Sale of 
 Electricity
 Act, 2003 read
 with Amendment
 Act, 2007
 
 Income Tax Act,    Income Tax
 1961               & Interest      (a)  21.97     High Court of
                    thereon                        Judicature at Madras,
                                                   Chennai
 
                                    (b)  15.75     Income Tax Appellate
                                                   Tribunal
 
                                    (c)  10.21     Commissioner of 
                                                   Income Tax, (Appeals)
 
 (x) The Company neither has accumulated losses as at the end of the
 financial year nor has incurred cash losses during the financial year
 and in the immediately preceding financial year.
 
 (xi) Based on our verification and according to the information and
 explanations given by the management, the Company has not defaulted in
 repayment of dues to its banks.
 
 (xii) Based on our examination and according to the information and
 explanations given 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.
 
 (xiii) The Company is not a chit/nidhi/mutual benefit fund/ society and
 as such this Clause of the Order is not applicable.
 
 (xiv) The Company is not dealing or trading in shares, securities,
 debentures and other investments other than in mutual fund investments.
 Proper records have been maintained in respect of these transactions
 and contracts and timely entries have been made therein.  The
 investments have been held by the Company in its own name except to the
 extent of exemption granted under Section 49 of the Act, in respect of
 shares held in subsidiary companies through the nominees.
 
 (xv) In our opinion the terms and conditions of guarantees given by the
 Company for loans taken by others are not prejudicial to the interest
 of the Company.
 
 (xvi) The term loans availed by the Company were utilised for the
 purpose for which the loans were obtained.
 
 (xvii) On the basis of our examination, the Company has not used funds
 raised on short-term basis for long term investments.
 
 (xviii) During the year, the Company has not allotted any shares on
 preferential basis to parties and Companies covered in the Register
 maintained under Section 301 of the Companies Act, 1956.
 
 (xix) During the year, the Company has not issued any secured
 debentures.
 
 (xx) During the year, the Company has not raised any money by public
 issue.
 
 (xxi) Based on the audit procedures adopted and information and
 explanations given to us by the management, no fraud on or by the
 Company has been noticed or reported during the course of our audit.
  
                                          For Sundaram & Srinivasan 
 
                                              Chartered Accountants
 
                                            Firm Regn. No.: 004207S
 
                                                M. BALASUBRAMANIYAM
 
 Place: Bengaluru                                           Partner
 
 Date : May 24, 2012                          Membership No.: F7945