1.  We have audited the attached Balance Sheet of Uniproducts (India)
 Limited as at March 31, 2010, the Profit & Loss Account and also the
 Cash Flow Statement for the year ended on that date, annexed thereto.
 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 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 on the matters specified in paragraphs 4
 and 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred to 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, Profit & 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 & 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.
 
 (e) On the basis of written representations received from the
 directors, as on March 3.1, 2010 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 March 31, 2010 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 together with the
 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 March 31, 2010,
 
 ii) in the case of the Profit & Loss Account, of the Frofit for the
 year ended on that date and
 
 iii) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 Annexure referred to in paragraph 3 of our Report of even date on the
 Accounts of Uniproducts (India) Limited, for the year ended March 31,
 2010.
 
 i) (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) According to information and explanations given to us, physical
 verification of fixed assets is being conducted in a phased manner by
 the management under a programme designed to cover all the fixed assets
 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.
 Discrepancies noticed on such verifications were not material and have
 been properly dealt with in the books of accounts.
 
 (c) According to the information and explanations given to us, the
 Company has not disposed off a substantial part of fixed assets during
 the year under review.
 
 ii) .(a) As explained to us, the inventories have been physically
 verified by the management at reasonable intervals during the year,
 except for materials lying with third parties for which certificates
 confirming stocks held by them have been obtained in most of the
 cases..
 
 (b) In our opinion and according to information and explanations given
 to us, the procedures of physical verification of inventories followed
 by the management are reasonable and adequate in relation to the size
 of the Company and the nature of its business.
 
 (c) In our opinion and according to information and explanations given
 to us, the Company has maintained proper records of its inventories.
 Discrepancies noticed on physical verification of inventories were not
 material and have been properly dealt with in the books of account.
 
 iii) (a) The Company has granted unsecured loan to a company covered in
 the register maintained under Section 301 of the Companies Act, 1956.
 The maximum amount involved during the year was Rs.50,00,000 and
 balance of the loan granted to such company was Rs. NIL as at March 31,
 2010.
 
 (b) In our opinion and according to the information and explanations
 given to us, terms and conditions of such loan are-not, prima-facie,
 prejudicial to the interest of the Company.
 
 (c) The receipt of the principal amounts and interest is as stipulated.
 
 (d) There is no overdue amount of such loans granted to the aforesaid
 company.
 
 (e) The Company has taken unsecured loan from a company covered in the
 register maintained under Section 301 of the Companies Act, 1956,The
 maximum amount involved during the year was Rs.  40,00,000 and the
 balance of loans taken from such companies was Rs. NIL as at March 31,
 2010.
 
 (f) In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions of
 such loans are not, prima facie, prejudicial to the interest of the
 Company.
 
 (g) The Company has been regular in repaying the principal amount, as
 stipulated.
 
 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, for the purchase of inventory and fixed assets and for the 
 sale of goods. During the course of our audit, we have neither come 
 across nor have been informed of any continuing failure to correct 
 major weaknesses in the internal control systems.
 
 v) (a) According to the information and explanations given to us, we
 are of the opinion that the particulars of contracts or arrangements
 referred to in Section 301 of the Companies Act, 1956 have been entered
 in the register maintained under that section.
 
 (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 Section 301 of
 the Companies Act, 1956 and exceeding the value of Rupees five lakhs in
 respect of any party during the year have been made at prices which are
 reasonable having regard to the prevailing market prices at the
 relevant time except for items stated to be of a specialised nature
 where no comparison is possible.
 
 vi) According to the information and explanations given to us, the
 Company has not accepted any deposits
 
 from the public to which provisions of Section 58A and 58AA of the
 Companies Act, 1956, and Companies (Acceptance of Deposits) Rules, 1975
 apply. Accordingly, the provisions of clause (vi) of Paragraph 4 of the
 Order are not applicable to the Company.
 
 vii) In our opinion, the Company has an internal audit system
 commensurate with the 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 for the maintenance of cost records
 under Section 209(1 )(d) of the Companies Act, 1956 in respect of the
 automobile components and are of the opinion that prima- facie the
 prescribed accounts have been made and maintained. We have, however,
 not made a detailed examination of the records with a view to determine
 whether they are accurate and complete.
 
 ix) (a) The Company is generally regular in depositing with appropriate
 authorities undisputed statutory dues including provident fund,
 investor education and protection fund, employees state insurance,
 income-tax, sales-tax, wealth-tax, service tax, custom duty, excise
 duty, cess and other material statutory dues applicable to it.
 
 According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, employees state insurance, income-tax,
 sales-tax, wealth-tax, service tax, custom duty, excise duty, cess were
 in arrears, as at March 31, 2010 for a period of more than six months
 from the date they became payable.
 
 (b) According to the information and explanations given to us, the
 details of statutory dues of income-tax, sales-tax, wealth-tax, service
 tax, custom duty, excise duty, cess which have not been deposited on
 account of any dispute are given below:
 
 Name of the Statute      Nature of       Amount    Period to 
                          the Dues       (In Rs.)   Which the
                                                    amount
                                                    relates
 The Central Excise       Excise Duty    93,08,488 1999-2010
                                      18,15,47,204 2001-2010
 Income Tax Act, 1961     Income Tax      7,20,857 2000-2001 
                                          1,81,256 2002-2003
                                           241,556 2003-2004
 The Central Sales        Sales Tax       5,78,743 1987-1989 
 Tax Act, 1956                         2,25,64,674 2000-2005
 Haryana Local Area       Local Area     52,04,866 2007-2010
 Development Tax          Development 
 Act, 2000                Tax
 
 Name of the Statute          Forum Where
                            dispute is pending
 The Central Excise         -Assistant/Additional/ 
 Act, 1944                   Deputy Commissioner
                            -Commissioner
 Income Tax Act, 1961        Commissioner appeal 
 The Central Sales          -Assistant Commissioner
 Tax Act, 1956                (Appeal)
                            -Additional Commissioner
                              (Appeal)
 Haryana Local Area         -Supreme Court 
 Development Tax
 Act 2000
 
 x) The Company has no accumulated losses and has not incurred cash
 losses at the end of the financial year covered by our audit and in the
 immediately preceding financial year.
 
 xi) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to a
 financial institution or bank or debenture holders.
 
 xii) 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) In our opinion, the Company is not a chit fund or a nidhi /
 mutual benefit fund/ society. Therefore, provisions of clause (xiii) of
 Paragraph 4 of the Order are not applicable to the Company.
 
 xiv) In our opinion and according to the information and explanations
 given to us, the Company is not dealing or trading in shares,
 securities, debentures and other investments. Accordingly, the
 provisions of clause (xiv) of Paragraph 4 of the Order are not
 applicable to the Company.
 
 xv) In our opinion and according to the information and explanations
 given to us, the terms and conditions on
 
 which the Company has given guarantees for loans taken by others from
 banks and financial institutions,
 
 are not prima facie prejudicial to the interest of the Company.  xvi)
 To the best of our knowledge and belief and according to the
 information and explanations given to us, the
 
 term loans availed by the Company were applied for the purposes for
 which the loans were obtained.  xvii) According to the information
 and.explanations given to us and on an overall examination of the
 Balance
 
 Sheet of the Company, we reportthat the no funds, raised on short-term
 basis have been used for long term investment.
 
 xviii) 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 Companies Act, 1956.
 
 xix) The Company has not issued any debentures during the year.
 Therefore, the provisions of clause (xix) of Paragraph 4 of the Order
 are not applicable to the Company.
 
 xx) The Company has not raised any money through public issue during
 the year.
 
 xxi) To the best of our knowledge and belief and according to the
 information and explanations given to us, no fraud on or by the Company
 has been noticed or reported during the course of our audit.
 
 
                                           For S. N. DHAWAN & COMPANY
                                                Chartered Accountants
                                                           SURESHSETH
                                                              Partner
 Place : New Delhi                             Membership No. : 10577
 Dated : April 24, 2010                        Firm Regn. No. 000050N