Nu Tek India Ltd

To the member of

Nu Tek India Limited,

605, Siddharth Building,

96 Nehru Place,

New Delhi- 110019.

We have audited the attached Balance Sheet of M/s Nu Tek India Limited,as at 31st March, 2011 and also the Profit and Loss account for the year ended on thatdate and the Cash Flow Statement of the company for the year ended on that date, annexedthereto. These financial statements are the responsibility of the Company’smanagement. Our responsibility is to express an opinion on these financial statementsbased on our audit.

We conducted our audit in accordance with auditing standards generally accepted inIndia. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. Anaudit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principalsused and signi cant estimate made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provides a reasonable basisfor our opinion.

As required by Companies (Auditor’s Report) order, 2003 as amended by Companies (Auditor’ Report Amendment) order 2004, issued by the Central Government of India interms of sub Section (4A) of section 227 of the Companies Act, 1956, we enclose in theannexure a statement on the matters speci ed in paragraphs 4 & 5 of the said order.The Annexure forms part of report.

Subject 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 to ourknowledge 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 thecompany so far, as appears from our examination of such books.

(C) The Company’s Balance Sheet and Profit and Loss account and cash ow statementdealt with by this report are in agreement with the books of accounts.

(D) In our opinion, the Balance Sheet and Profit and Loss Account and cash ow statementdealt 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 directors , as on 31st March2011 and taken on record by the Board of Directors, We report that none of the Directorsare disquali ed as on 31st March 2011 from being appointed as a director in terms ofClause (g) of Sub Section (1) of Section 274 of the Companies Act,1956

Without qualifying our report, attention is drawn that the company has written backliability of Rs.23.29 lakhs related with job charges. Please refer to the note number 8 inthe schedule no12.

(F) In our opinion and to the best of our information and according to the explanationsgiven to us, the said accounts subject to notes on accounts thereon give the informationrequired by the Companies Act, 1956 in the manner so required and give a true and fairview:

1. In so far as it relates to the Balance Sheet, of the state of affairs of the companyas at 31st March, 2011 and

2. In so far as it relates to the Profit and Loss account of the Profit of the companyfor the year ended on that date.

3. In so far as it relates to the Cash Flow Statement of the company for the year endedon that date.

For SUMAN JEET AGARWAL & CO.

Chartered Accountants

[SUMAN JEET AGARWAL]

Partner

Membership No. 091017

Firm Reg. No. 11945 N

Place : New Delhi

Date : 30th May, 2011

Annexure Referred to in paragraph 3 of our report of even date,

1. (a) The company has maintained proper records showing full particulars includingquantitative details and situation of xed assets.

(b) As per management representation a major of the assets have been physically veri edby the management in accordance with the phased programme of veri cation adopted by thecompany. Pursuant to the programme, the management physically veri ed a portion of the xedassets during the year 2010-2011.As per explanation given by the management, no materialdiscrepancies were noticed on such veri cation.

(c) During the year, the company has not disposed off any substantial part of its xedassets.

2. (a) During the year, the inventory has been physically veri ed by the management. Inour opinion, the frequency of veri cation is reasonable. There is no system of physicalveri cation of Project under Progress.

(b) The procedure of physical veri cation of inventory followed by the management arereasonable and adequate in relation to the size of the company and nature of its business.

(c) The company has maintained proper records of inventory. No material discrepancieswere notice during the course of Physical veri cation of inventory.

3. (a) In our opinion and according to information and explanation given to us ,TheCompany has not granted any loans, secured or unsecured to companies, rm or other partieslisted in the register maintaining under section 301 of the companies act, 1956.

(b) Since, the company has not granted any loan as referred to in Para 3(a) above,provision of clause 3(b) and 3(d) of the order are not applicable to the company.

(c) In our opinion and according to information and explanation given to us ,TheCompany has taken any loans, secured or unsecured to companies, rm or other parties listedin the register maintaining under section 301 of the companies act, 1956.

(d) Since, the company has not taken any loan as referred to in Para 3 (c) above,provision of clause 3 (f) and 3(g) of the order are not applicable to the company.

4. In our opinion and according to the information and explanation given to us, thereare reasonable internal control procedures commensurate with the size of the company andnature of its business with regard to purchase of inventory, xed assets and with regard tosale of goods and services. During the course of our audit, we have not observed anycontinuing failure to correct major weakness in internal control system.

5. (a) According to the information and explanation given to us, we are of the opinionthat the company has entered the particulars all contracts or arrangements referred to insection 301 of the company act, 1956 in the registered required to be maintained underthat section.

(b) in our opinion and according to the information and explanation given to us. Thesetransactions in pursuance of such contract or arrangement have been made at prices whichare reasonable having regard to the prevailing market prices at the relevant times.

6. The company has not accepted any deposit from the public during the year within themeaning of the section 58A, 58AA or any other relevant provision of the companies act,1956 and ruled framed there under.

7. In our opinion, the internal audit system of the company is commensurate with thesize of the company and nature of its business.

8. As explained to us, the maintenance of cost records as required under section 209(1)(d) of the companies act, 1956, has not been made applicable to the company products.

9. (a) The company is not regular in depositing undisputed statutory dues includingProvided Fund, E.S.I., Income tax, Sales tax, Service Tax. According to the informationprovided to us, there is no amount, which is required to be deposited in InvestorsEducation and Protection Fund. Company is regular in paying other statutory dues asapplicable to it and any other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us, Following undisputedstatutory dues payable in respect of statutes mentioned below as at 31st March 2011 forthe period of more than six months from the date they become payable:

The above amount do not include interest and other dues as may be payable on account ofNon payment /delay in payments of statutory dues, which could not be quanti ed.

10. The company has no accumulated losses at the end of financial year 31st March 2011.The company neither incurred cash losses during the current financial year nor in theimmediately preceding financial year.

11. In our opinion the company has not defaulted in repayment of dues to financialinstitution, bank or debenture holders. Accordingly, the provisions of clause 4 (xi) ofthe order are not applicable to the company.

12. According to information and explanations given to us, the company has not grantedany loan and advances on the basis of security by way of pledge of share, debentures andother securities. Accordingly, the provisions of clause 4 (xii) of the order are notapplicable to the company.

13. According to information and explanations given to us, the company is not a chitfund or nidhi / mutual bene t fund / society therefore, the provision of the clause4(xiii) of the companies (Auditors Report) order 2003 is not applicable.

14. (a) The company has done trading in shares securities, debentures and otherinvestment. And has maintained proper records of the transactions and contracts.

(b) According to information and explanations given to us, we are of the opinion thattimely entries and updation have been made therein.

(c) The Company has held shares, securities, and other investments in its own name.

15. According to the information and explanation given to us, the company has given aFDR of Rs. one crore for issuing a bank guarantee in favour of its 100% subsidiary Nu TekEnergy Private Limited from State Bank of India.

16. In our opinion, the term loans have been applied for the purposes for which theywere raised.

17. According to the information and explanation given to us and on overall examinationof the balance sheet of the company, in our opinion there are no funds raised on a shortterm basis which has been used for long term investment and vice versa.

18. The company has not made preferential allotment of share to parties and companiescovered in the register maintained under section 301 of the company act, 1956 during theyear.

19. The Company has not issued any debentures. Accordingly the clause 4(xix) of theorder is not applicable to the company.

20. The management has disclosed the end use of money raised by public issue (referNote No. 10 of Notes to accounts of Schedule No. 12 ) and same has been veri ed by us.

21. Based up on the audit procedures performed and the information and explanationsgiven to us by the management, we report that no material fraud on or by the company hasbeen noticed or reported during the course of our audit.

For SUMAN JEET AGARWAL & CO.

Chartered Accountants

[SUMAN JEET AGARWAL]

Partner

Membership No. 091017

Firm Reg. No. 11945 N

Place : New Delhi

Date : 30th May, 2011