We have audited the attached Balance Sheet of Wheels India Limited as
 at 31st March, 2011, the Profit and Loss Account and 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.
 
 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.
 
 As required by the Companies (Auditors Report) Order, 2003 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 our audit, we enclose in the annexure a statement
 on the matters specified in the said Order.
 
 Further to our comments in the Annexure referred to above, we report
 that:
 
 i. 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.
 
 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 dealt with by this
 report are in agreement with the books of account.
 
 iv. In our opinion, the Balance Sheet and Profit and Loss Account 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. As per information furnished to us, no Director of the Company is
 disqualified as on 31st March, 2011 from being appointed as Director
 under Clause (g) of Sub-Section (1) of Section 274 of the Companies
 Act, 1956.
 
 vi. In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts 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 the case of the Balance Sheet, of
 the state of affairs of the Company as at 31st March 2011;
 
 b) In the case of the Profit and Loss Account, of the profit for the
 year ended on that date and
 
 c) In the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 Annexure to the Report of Auditors
 
 I.  a) The Company is maintaining proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 b) These fixed assets have been physically verified by the Management
 at reasonable intervals. We are informed that no material discrepancies
 were noticed on such verification.
 
 c) The Company has not disposed of substantial part of fixed assets
 during the year.
 
 II.  a) Physical verification of inventory has been conducted at
 reasonable intervals by the Management.
 
 b) 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) The Company is maintaining proper records of inventory and the
 discrepancies noticed on physical verification which were not material,
 have been properly dealt with in the books of account.
 
 III.  The Company has neither granted nor taken any loans secured or
 unsecured to / from companies, firms or other parties covered in the
 register maintained under Section 301 of the Act. Hence, the clauses
 (iii) (b) to (g) of the Order are not applicable.
 
 IV.  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. There
 is no continuous failure to correct major weaknesses in internal
 control system.
 
 V.  a) The particulars of contracts or arrangements referred to in
 Section 301 of the Act have been entered in the register required to be
 maintained under the Section.
 
 b) The transactions made in pursuance of such contracts or arrangements
 have been made at prices which are reasonable having regard to the
 prevailing market prices at the relevant time.
 
 VI.  The Company has complied with the provisions of Section 58A and
 58AA or any other relevant provisions of the Act and the Rules framed
 thereunder with regard to the deposits accepted from the public.
 
 VII.  The Company has an adequate internal audit system commensurate
 with its size and nature of its business.
 
 VIII. The Company has made and maintained the accounts and records
 prescribed by the Central Government under Section 209(1)(d) of the
 Companies Act, 1956 and we have broadly reviewed the same.
 
 IX.  a) The Company is regular in depositing undisputed statutory dues
 including Provident Fund, Investor Education and Protection Fund,
 Employees State Insurance, Income Tax, Sales Tax, Value Added Tax,
 Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and any other
 statutory dues with the appropriate authorities.
 
 b) There were no disputed tax dues which have not been deposited with
 the respective authorities in respect of Income Tax, Wealth Tax, Excise
 Duty, Customs Duty, Value Added Tax and Cess. However disputed Income
 Tax, Service Tax and Property Tax aggregating to Rs. 328.38 lakhs has
 not been deposited on account of disputes which are contested in
 appeals and are pending before Commissioner of Income Tax (Appeals),
 Central Excise and Service Tax Appellate Tribunal and Madras High
 Court.
 
 X.  The Company has no accumulated losses and has not incurred cash
 losses during this financial year or in the immediately preceding
 financial year.
 
 XI.  The Company has not defaulted in repayment of dues to a financial
 institution or bank.
 
 XII.  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 fund or a nidhi/ mutual benefit fund /
 society. Therefore, clause 4 (xiii) of the Order is not applicable to
 the Company.
 
 XIV.  The Company is not dealing or trading in shares, securities,
 debentures and other investments.
 
 XV.  The Company has not given any guarantee for loans taken by others
 from banks or financial institutions.
 
 XVI.  The term loans were applied for the purpose for which the loans
 were obtained.
 
 XVII.  Based on the Balance Sheet and Fund Flow Statement of the
 Company in our opinion the funds raised on short term basis have not
 been used for long term investments.
 
 XVIII.The Company has not made any preferential allotment of shares
 during the year.
 
 XIX.  The Company has not issued any debentures during the year.
 
 XX.  The Company has not raised any money by way of public issues
 during the year.
 
 XXI.  No fraud on or by the Company has been noticed or reported during
 the year.
 
 
                                         For SUNDARAM & SRINIVASAN
                                             Chartered Accountants
                                       (Registration No.: 004207S)
 
                                                     K. Srinivasan
                                                           Partner 
                                               Membership No. 5809
 
 Chennai
 
 30th May, 2011