We have audited the attached Balance Sheet of M/s. Aban Offshore
 Limited, as at 31st March 2011, and also the Profit and Loss Account
 and the Cash Flow Statement of the Company 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 the 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 misstatements. 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 the management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 We report as follows:
 
 1.  As required by the Companies (Auditor''s Report) Order, 2003 (the
 ''Order'') 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.
 
 2.  Further to our comments in the annexure referred to in paragraph 1
 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 it appears from our examination of
 those books;
 
 c.  The Balance Sheet, Profit and 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 and 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.  Based on the representations made by the Directors and taken on
 record by the Board of Directors of the Company and the information and
 explanations given to us, none of the Directors is, as at 31st March
 2011, prima-facie disqualified from being appointed as director in
 terms of Clause (g) of sub-section (1) of Section 274 of the Companies
 Act, 1956 on the said date;
 
 f.  In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements 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 31st March 2011;
 
 (ii) in the case of the Profit and Loss Account, of the Profit 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 TO THE AUDITORSÊ REPORT (Referred to in paragraph 1 of our
 report of even date)
 
 i (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) As explained to us the fixed assets have been physically verified
 by the Management during the year in a phased manner, which in our
 opinion is reasonable, having regard to the size of the Company and
 nature of its assets. As explained to us no material discrepancies have
 come to the notice on such physical verification.
 
 (c) The fixed assets disposed off during the year, in our opinion, do
 not constitute a substantial part of the fixed assets of the Company
 and such disposal has, in our opinion, not affected the going concern
 status of the Company.
 
 ii (a) As explained to us the inventories have been physically verified
 during the year by the Management. In our opinion the frequency of
 verification is reasonable.
 
 (b) In our opinion and according to the 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) The Company has maintained records of inventory. The discrepancies
 noticed on verification between the physical stocks and the book
 records have been dealt with in the books of account.
 
 iii (a) The Company has not granted any loan secured or unsecured to
 companies, firms or other parties covered in the Register maintained
 under Section 301 of the Companies Act, 1956, during the year, except
 unsecured loans to its wholly owned foreign subsidiary as shown below:
 
             Unsecured Loan 
                 Granted      Amount Outstanding 
                               including             Maximum Amount
                                                     Outstanding
             during the year  Interest receivable
                                  and                including
                                                     interest receivable
 Company                      exchange difference
                                at the               during the Year
                              end of the year
 
            Rupees in Crores    Rupees in Crores     Rupees in Crores
 
 Aban Holdings 
 Pte., Ltd.,
 Singapore        419.40              745.22               961.74
 
 (b) The rate of interest and other terms and conditions of such loan
 are, in our opinion, prima facie, not prejudicial to the interest of
 the Company.
 
 (c) The repayment of principal and payment of Interest is on `on
 demand basis as per the loan agreement.
 
 (d) The loan given by the Company to its wholly owned foreign
 subsidiary company is repayable on demand and therefore the question of
 overdue amount does not arise.
 
 (e) The Company has taken loan from a company, covered in the Register
 maintained under Section 301 of the Companies Act, 1956 during the
 year, as shown below:
 
 
 
             Unsecured Loan 
                 taken       Amount Outstanding 
                               including             Maximum Amount
                                                     Outstanding
             during the year  Interest payable
                                  and                including
                                                     interest payable
 Company                      exchange difference
                                at the               during the Year
                              end of the year
 
            Rupees in Crores    Rupees in Crores     Rupees in Crores
 
 
 Aban Investments 
 Private Limited   108             151.01                151.01
 
 (f) The rate of interest and other terms and conditions of such loans
 are, in our opinion, prima facie, not prejudical to the interest of the
 Company.
 
 (g) The principal is not due for repayment during the year and payment
 of interest is as per stipulations.
 
 iv In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business with regard
 to purchases of fixed assets and for the sale of services. During the
 course of our audit no major weakness has been noticed in the internal
 controls in respect of these areas.
 
 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 that need to be
 entered into the Register maintained under the said Section have been
 entered in the said Register.
 
 (b) In our opinion and according to the information and explanations
 given to us, transactions made in pursuance of contracts or
 arrangements referred to in (a) above and exceeding the value of rupees
 five lakhs with any party during the year 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 deposits during the year from the
 public within the meaning of the provisions of Section 58A and 58AA of
 the Companies Act, 1956 or any other relevant provisions of the Act and
 the rules made thereunder.
 
 vii In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 viii The Central Government has prescribed maintenance of Cost Records
 under Section 209 (1) (d) of the Companies Act, 1956 in respect of the
 wind power generating activity of the Company. We have broadly reviewed
 the accounts and records of the Company in this connection and are of
 the opinion, that prima facie, the prescribed accounts and records have
 been made and maintained. We have not, however, made a detailed
 examination of the same.
 
 ix (a) According to the information and explanations given to us and on
 the basis of our examination of the books of account, in our opinion
 the Company is regular in depositing with appropriate authorities
 undisputed statutory dues including Provident Fund, Investor Education
 and Protection Fund, Income Tax, Customs Duty, Sales Tax, Value Added
 Tax, Service Tax, Cess and other material statutory dues applicable to
 it. We are informed that the Employees'' State Insurance Scheme is not
 applicable to the Company.  According to the information and
 explanations given to us, no undisputed amounts payable in respect of
 above were in arrears, as at 31st March 2011 for a period of more than
 six months from the date they became payable.
 
 (b) According to the information and explanations given to us, there
 are no dues of Income Tax, Customs Duty, Sales Tax, Value Added Tax,
 Service Tax and Cess, which have not been deposited with appropriate
 authorities on account of any dispute.
 
 x The Company has no accumulated loss as at 31st March 2011 and has not
 incurred cash losses in the financial year under report or in the
 immediately preceding financial year.
 
 xi Based on our verification and according to the information and
 explanations given to us, we have noted delay in payment of term loan
 instalments during the year which are due to banks and financial
 institution. However, these have been paid subsequently before the date
 of our report. In April 2006, the Company has issued 1161 Foreign
 Currency Convertible Bonds, out of which, 620 bonds have been converted
 into equity shares upto the end of the year under audit. The Balance
 amount has not become due for payment as at the close of the year.
 
 xii Based on our examination of the records and the information and
 explanations given to us, the Company has not granted any loans and /
 or 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, the provisions of clause 4 (xiii) of
 the Order are not applicable to the Company.
 
 xiv In our opinion, the Company is not dealing in or trading in shares,
 securities, debentures and other investments. Accordingly, the
 provisions of clause 4 (xiv) of the Order are not applicable to the
 Company.
 
 xv The Company has given guarantees for loans taken from banks by a
 subsidiary of its wholly owned foregin subsidiary. According to the
 information and explanations given to us, we are of the opinion that
 the terms and conditions thereof are not prima – facie prejudicial to
 the interest of the Company.
 
 xvi In our opinion and according to the explanations given to us, the
 term loans taken by the Company have been applied for the purposes for
 which they 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 are of
 the opinion that the Company has not utilised short term funds towards
 long term Investment.
 
 xviiiThe Company has allotted Equity Shares under Employee Stock Option
 Scheme to its employees in accordance with SEBI guidelines during the
 year. The price fixed by the Board for these shares is reasonable and
 not prejudicial to the interest of the Company.
 
 xix No debentures have been issued by the Company during the year and
 hence the provisions of clause 4 (xix) of the Order are not applicable
 to the Company.
 
 xx During the year the Company has not raised money by way of public
 issue. Hence the provisions of clause 4 (xx) of the Order are not
 applicable to the Company.
 
 xxi During the course of our examination of the books of account, we
 have neither come across any instance of fraud on or by the Company,
 either noticed or reported during the year, nor have we been informed
 of any such case by the management.
 
 For FORD, RHODES, PARKS & CO.,
 
 Chartered Accountants
 
 ICAI - Registration No.102860W
 
 RAMASWAMY SUBRAMANIAN
 
 Partner
 
 Membership No: 016059
 
 Place : Chennai
 Date  : May 26, 2011