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Auditor Report of Wheels India Ltd.

Mar 31, 2016

Report on the Financial Statements

We have audited the accompanying standalone financial statements of WHEELS INDIA LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone financial statements that give a true and Fairview in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (“the Order”) issued by the Central Government of India, in terms of Section 143 (11) of the Act, we give in the Annexure “A” to this report, a statement on the matters specified in paragraph 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and 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 it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of

Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of internal financial controls over financial reporting of the Company, and the operating effectiveness of such controls, refer to our separate report in Annexure “B” to this report and

g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements -Refer Note No. 23(i) (b) to the standalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii.There has been no delay in transferring the amounts required to be transferred to the Investor Education and Protection Fund by the Company.

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 title deeds of immovable properties are held in the name of the Company.

II. The Physical verification of inventory has been conducted at reasonable intervals by the Management and discrepancies noticed on such verification which were not material have been properly dealt with in the books of account.

III. The Company has not granted any loans, secured or unsecured, to Companies, Firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Hence, the clauses (iii) (a), (b) and (c) of this paragraph of the Order are not applicable.

IV. The Company has not granted any loans, made any investment and provided any guarantee or security. Hence the provisions of Sections 185 and 186 of the Act are not applicable.

V. The Company has complied with the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Rules framed there under with regard to the deposits accepted from the public.

VI. The Maintenance of cost records has been specified by the Central Government under subsection (1) of Section 148 of the Act in respect of the two of the products manufactured by the Company and we have broadly reviewed the cost records and are of the opinion that, prima facie, the prescribed cost records have been so made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

VII. a. The Company is regular in depositing

undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income-Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other statutory dues with the appropriate authorities.

b. The disputed Income tax, Service tax, Value added tax and Property tax aggregating to Rs. 11.17 Crores 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, Joint Commissioner Commercial Tax-Appeal, Appellate Deputy Commissioner - Commercial Taxes and Madras High Court.

VIII. The Company has not defaulted in the repayment of loans or borrowings to financial institutions and banks.

IX. The Company had not raised any moneys by way of Initial Public Offer or further public offer (Including Debt Instruments). The moneys raised by way of term loans were applied for the purpose for which the term loans were raised.

X. No fraud by the Company or any fraud on the company by its officers or employees has been noticed or reported during the year.

XI. The managerial remuneration has been paid and provided in accordance with the requisite approvals mandated by the provisions of the Section 197, read with Schedule V to the Act.

XII. The Company is not a Nidhi company, hence this paragraph of the order is not applicable.

XIII. The transactions with the related parties are in compliance with Section 177 and Section 188 of the Act and details have been disclosed in the financial statements etc., as required by the applicable Accounting Standards.

XIV. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Hence this paragraph of the order is not applicable.

XV. The Company has not entered into any non-cash transaction with directors or persons connected with them. Hence this paragraph of the order is not applicable.

We have audited the Internal Financial Controls over financial reporting of Wheels India Limited (“the Company”) as at 31st March, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of internal financial controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting

XVI.The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. records, and the timely preparation of reliable financial information, as required under the Act.

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (''the Guidance Note'') and the Standards on Auditing (''the Standards''), issued by the ICAI and deemed to be prescribed under Section 143(10) of the Act to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and the receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the

Company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected, Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

For SUNDARAM & SRINIVASAN

Chartered Accountants

(Registration No: 004207S)

K. Srinivasan

Chennai Partner

25th May, 2016 Membership No.5809


Mar 31, 2014

We have audited the accompanying financial statements of WHEELS INDIA LIMITED, which comprise the balance Sheet as at 31st march 2014, the Statement of profit and Loss, and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956, ("the Act") and in accordance with the accounting principles generally accepted in India. this responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India.

Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. the procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is suffcient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act 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 2014;

(b) In the case of the Statement of profit and Loss, of the profit of the Company for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India, in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraph 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, 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 purpose of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company, so far as it appears from our examination of those books.

(c) The balance Sheet, the Statement of profit and Loss, 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 Statement of profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act.

(e) On the basis of the written representations received from the directors as on 31st march, 2014, taken on record by the board of directors, none of the directors is disqualifed as on 31st march, 2014 from being appointed as a director in terms of Section 274(1)(g) of the Act.

Annexure to the Independent Auditors'' Report (Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

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 verifed by the management at reasonable intervals. We are informed that no material discrepancies were noticed on such verifcation.

c. The Company has not disposed off substantial part of fixed assets during the year.

II. a. Physical verifcation of inventory has been conducted at reasonable intervals by the management.

b. The procedures of physical verifcation 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 verifcation 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 continuing 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 transaction in excess of Rs.5,00,000/- in respect of each party, have been made at prices, which are prima facie, reasonable having regard to the prevailing market prices at the relevant time.

VI. The Company has complied with the provisions of Section 58A and 58 AA 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. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

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 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, Custom duty, Value Added tax and Cess. However disputed service tax, value added tax and property tax aggregating to Rs.127.11 lakhs has not been deposited on account of disputes which are contested in appeals and are pending before Central excise and Service tax Appellate tribunal, Joint Commissioner, Commercial tax - Appeal, Appellate deputy Commissioner - Commercial taxes 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 fow 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 management has disclosed the end use of the money raised during the year by issue of rights shares and the same has been verifed.

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

Chennai Partner

16th may, 2014 Membership no.5809


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of WHEELS INDIA LIMITED, which comprise the Balance Sheet as at 31st March 2013, the Statement of Profit and Loss, and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956, ("the Act") and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act 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 2013;

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India, in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraph 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, 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 purpose of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company, so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, 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 Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act.

e) On the basis of the written representations received from the directors as on 31st March, 2013, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of Section 274(1)(g) of the Act.

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

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 continuing 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 transaction in excess of Rs.5,00,000/- in respect of each party, have been made at prices, which are prima facie, reasonable having regard to the prevailing market prices at the relevant time.

VI. The Company has complied with the provisions of Section 58A and 58 AA or any other relevant provisions of the Act and the Rules framed there under 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. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

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 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, Custom Duty, Value Added Tax and Cess. However disputed service tax, value added tax and property tax aggregating to Rs.93.43 lakhs has not been deposited on account of disputes which are contested in appeals and are pending before Central Excise and Service Tax Appellate Tribunal, Joint Commissioner, Commercial Tax - Appeal 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

Chennai Partner

27th May, 2013 Membership No.5809


Mar 31, 2012

We have audited the attached Balance Sheet of Wheels India Limited as at 31st March, 2012, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. 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.

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 (Auditor's 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, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account.

iv. 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.

v. As per information furnished to us, no Director of the Company is disqualified as on 31st March, 2012 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 2012;

b) In the case of the Statement of Profit and Loss, 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.

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 in excess of Rs 5,00,000/- in respect of each party, have been made at prices, which are prima facie, reasonable having regard to the prevailing market price at the relevant time, as per information available with the Company.

VI. The Company has complied with the provisions of Section 58 A and 58 AA or any other relevant provisions of the Act and the Rules framed there under 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. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

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. 188.82 lakhs has not been deposited on account of disputes which are contested in appeals and are pending before Commissioner of Income Tax (Appeals), Commissioner of Central Excise (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

Chennai Partner

30th May, 2012 Membership No.5809


Mar 31, 2010

We have audited the attached Balance Sheet of Wheels India Limited as at 31 st March, 2010, 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 31 st March, 2010 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 2010;

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 58 A and 58 AA 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 Service Tax and Property Tax aggregating to Rs 75.86 lakhs has not been deposited on account of disputes which are contested in appeals and are pending before 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 AND SRINIVASAN Chartered Accountants

(Registration No.: 004207S)

K. Srinivasan

Chennai Partner

29th May, 2010 Membership No. 5809

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