WABCO-TVS (INDIA)

We have audited the attached balance sheet of M/s. WABCO-TVS (INDIA)
 Limited, Chennai 600 006 as at 31st March 2008, the profit and loss
 account and the cash flow statement for the year ended on that date
 both 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.
 
 1.  We 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 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 presentation of the
 financial statements. We believe that our audit provides a reasonable
 basis for our opinion.
 
 2.  As required by the Companies (Auditors 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 -
 
 (i) 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;
 
 (ii) 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;
 
 (iii) the balance sheet and profit and loss account and cash flow
 statement, dealt with by this report, are in agreement with the books
 of account;
 
 (iv) in our opinion, the balance sheet, profit and loss account and the
 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;
 
 (v) on the basis of written representations received from the
 directors, as on 31st March 2008 and taken on record by the board of
 directors, we report that no director is disqualified from being
 appointed as a director of the company in terms of clause (g) of
 sub-section (1) of section 274 of the Companies Act, 1956 on the said
 date;
 
 (vi) 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;
 
 a.  in so far as it relates to the balance sheet, of the state of
 affairs of the company as at 31st March 2008;
 
 b.  in so far as it relates to the profit and loss account, of the
 profit of the company for the year ended on that date; and
 
 c.  in so far as it relates to the cash flow statement, of the cash
 flows for the year ended on that date.
 
 Auditors report to the Shareholders
 
 Annexure referred to in our report of even date on the accounts for the
 year ended 31st March 2008
 
 (i) (a) The company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets;
 
 (b) All the assets have not been physically verified by the management
 during the year but there is a regular programme of verification at
 reasonable intervals, which, in our opinion, 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 including those with third parties, other than
 in-transit have been physically verified at reasonable intervals during
 the year by the management. In our opinion the frequency of such
 verification is adequate.
 
 (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) During the year, the company has not granted or taken any loan,
 secured or unsecured to or from companies, firms or other parties
 covered in the register maintained under section 301 of the Companies
 Act, 1956.
 
 (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 major
 weakness 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 arrangement that need to be entered
 in the register maintained in pursuance of 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, the transactions entered in the register maintained under
 Section 301 and exceeding during the year by rupees five lakhs in
 respect of each party have been made at prices which are reasonable
 having regard to 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 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 under
 Section 209 (1 )(d) of the Companies Act, 1956 for maintenance of cost
 records 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, Income tax, Sales tax, Wealth tax,
 Customs duty, Excise duty, Service tax, Cess and other statutory dues
 with the appropriate authorities.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales
 Tax, Customs Duty, Excise Duty, Service tax and Cess were in arrears,
 as at 31st March 2008 for a period of more than six months from the
 date they became payable;
 
 (c) According to the information and explanations given to us, there
 are no disputed dues, that were not deposited with the concerned
 authorities:
 
 (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 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 any bank.
 
 (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 clause (xiii) of the Order is not applicable;
 
 (xiv) The company is not dealing or trading in shares, securities,
 debentures and other investments, other than mutual fund instruments.
 
 (xv) During the year, there are no guarantees given by the company for
 loans taken by others.
 
 (xvi) During the year, the Company has not availed any term loan and
 hence, the reporting on the purpose of utilisation does not arise.
 
 (xvii) On the basis of our examination, the company has not used funds
 raised on short term basis for long term investment.
 
 (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
 
                                                M BALASUBRAMANIYAM
 Chennai                                                   Partner
 20th August 2008                             Membership No. F7945