1.  We have audited the attached Balance Sheet of Era Infra Engineering
 Limited as at 31st March, 2011 and also the Profit & Loss Account 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.
 
 2.  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.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003 (as
 amended) issued by 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.
 
 4.  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 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, profit & 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 & loss account and cash
 flow statement dealt with this report comply with the accounting
 standards referred to in sub-section (3C) section 211 of the Companies
 Act, 1956 ;
 
 v) On the basis of the written representations received from the
 directors, as on 31st March, 2011 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31st March, 2011 from being appointed as a director in terms of 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 read together with the
 notes thereto give the information required by the Companies Act, 1956
 in the manner so required and give a true and fair view in conformity
 with accounting principles generally accepted in India:
 
 a) in the case of Balance Sheet, of the state of affairs of the company
 as at 31st March, 2011;
 
 b) in the case of Profit & Loss Account, 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 for the
 year ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE
 MEMBERS OF ERA INFRA ENGINEERING LIMITED
 
 (i) (a) The company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) The fixed assets are physically verified by the management
 according to a phased programme designed to cover all the items over a
 period of three years, which in our opinion is reasonable having regard
 to the size of the Company and nature of its assets. Pursuant to the
 programme, a portion of the fixed assets has been physically verified
 by the management during the year and no material discrepancies between
 the book records and the physical inventory have been noticed.
 
 (c) During the year, the company has not disposed off any substantial
 part of fixed assets.
 
 (ii) (a) As explained to us, the inventory has been physically verified
 during the year by the management. In our opinion, the frequency of
 verification is reasonable in relation to the size of the company.
 
 (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) In our opinion and according to the information and explanations
 given to us and on the basis of our examination of the records of
 inventory, the company is maintaining proper records of inventory. The
 discrepancies noticed on verification between the physical stocks and
 the books records were not material and have been properly dealt with
 in the books of accounts.
 
 (iii) (a) According to the information and explanations given to us,
 the company has granted unsecured loans to twelve parties covered in
 the register maintained under section 301 of the Companies Act, 1956.
 The party wise cumulative maximum amount involved during the year was Rs.
 1,874.19 Lacs and the year-end balance of loans granted to such parties
 was Rs. 298.18 Lacs.
 
 (b) According to the information and explanations given to us, in our
 opinion, the rate of interest and other terms and conditions on which
 loans have been granted to companies covered in the register maintained
 under section 301 of the Companies Act, 1956 are not, prima facie,
 prejudicial to the interest of the Company.
 
 (c) In our opinion and according to the information and explanations
 given to us, the company is receiving the principal amounts as
 stipulated and is receiving interest regularly.
 
 (d) According to the information and explanations given to us, there
 are no overdue amounts of loans granted to companies, listed in the
 register maintained under Section 301 of the Companies Act, 1956.
 
 (e) According to the information and explanations given to us, the
 company has not taken any loan, secured or unsecured, from companies,
 firms or other parties covered in the register maintained under section
 301 of the Companies Act, 1956. In view of the above, clause 4(iii) (e)
 to (g) of the Order are not applicable in respect of the Company.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there are adequate internal control systems commensurate
 with the size of the company and the nature of its business with regard
 to purchases of inventory, fixed assets and with regard to execution of
 contracts, sale of goods and services.  However, as informed to us
 there is a continuous procedure to strengthen the same. During the
 course of our audit, we have not observed any major weakness in
 internal controls nor have any such weaknesses been brought to our
 notice.
 
 (v) (a) According to the information and explanations given to us, we
 are of the opinion that the particulars of contracts, arrangements or
 transactions that need to be entered into the register maintained under
 section 301 of the Companies Act, 1956 have been so entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements entered in the register maintained under section 301 of
 the Companies Act, 1956 and exceeding rupees five lacs in respect of
 any party during the year have been made at prices which are reasonable
 having regard to prevailing market prices at the relevant time.
 
 (vi) In our opinion and according to the information and explanations
 given to us, the company has not accepted any deposit from public to
 which provisions of sections 58A and 58AA or any other relevant
 provisions of the Companies Act, 1956 and the rules framed there under
 no order has been passed by the Company Law Board or National Company
 Law Tribunal or Reserve Bank of India or any Court or any other
 Tribunal.
 
 (vii) In our opinion, the company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) According to the information and explanations given to us, the
 Central Government has not prescribed the maintenance of cost records
 under section 209(1) (d) of the Companies Act, 1956 in respect of any
 of activities of the company.
 
 (ix) (a) Undisputed statutory dues including provident fund, investor
 education and protection fund, employees'' state insurance, income tax,
 sales-tax, wealth tax, service tax, customs duty, excise duty, cess
 have been regularly deposited with the appropriate authorities.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, employees'' state insurance, income tax,
 sales tax, wealth tax, service tax, customs duty, excise duty, cess and
 other undisputed statutory dues were outstanding, at the year end, for
 a period of more than six months from the date they became payable.
 
 (c) According to the information and explanations given to us and the
 records of the Company examined by us, dues of sales tax, income tax,
 customs duty, wealth tax, service tax, excise duty and cess which have
 not been deposited on account of disputes and the forum where the
 dispute is pending , are as under:
 
 NAME OF THE DUES/       DISPUTED 
                          AMOUNT    PERIOD TO 
                                      WHICH     FORUM WHERE DISPUTE
 NAME OF THE STATUTE    (Rs. IN 
                            LACS)     AMOUNT
                                      RELATES   IS PENDING
 
 SALES TAX
 
 Uttar Pradesh Trade Tax     2.31     2005-06   The Joint Commissioner,
                                               (Appeal) Trade Tax ,
                                                Ghaziabad
 
 West Bengal Vat Demand-    90.94     2004-05   The Deputy Commissioner,
                                               (Appeal) Appeal Filed 
                                                Trade Tax ,Kolkata
 
 Punjab Value Added Tax      1.85     2007-08   The Deputy Commissioner,
                                               (Appeal) Trade Tax , 
                                                Patiala
 
 SERVICE TAX
 
 Finance Act, 1944         146.22     2006-07   Appellate Tribunal ,
                                                New Delhi
 
 Finance Act, 1944       3,745.25     2006-07,  Commissioner, Of
                                                Service Tax,
                                      2008-09   Division-I, 
                                                New Delhi.  
                                     & 2009-10
 
 CUSTOM / EXCISE DUTY
 
 Customs Act, 1962         221.04    2006-07    Commissioner Of Customs
                                               (Imports)
                                     & 2007-08  New Custom House, Kolkota
 
 Central Excise Act          1.90   2006-07     Assistant Commissioner,
                                                Central Excise,
                                    & 2007-08   Karampura, New Delhi
 
 LABOUR CESS
 
 The Building And Other 
 Construction               85.61   2000-2007   Hon''ble Supreme Court
 Workers (Regulation Of 
 Employment And Condition 
 Of Service) Act
 
 (x) The company does not have any accumulated losses as at the end of
 the year. The Company has not incurred any cash losses during the
 current and in the immediately preceding financial year.
 
 (xi) In our opinion and according to information and explanations given
 to us, the Company has not defaulted in repayment of dues to any
 financial institution, bank or debenture-holder during the year.
 
 (xii) 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) In our opinion, the provisions of any special statute applicable
 to Chit Fund, Nidhi or Mutual Benefit Fund / Society are not applicable
 to the company.
 
 (xiv) In our opinion and according to the information and explanations
 given to us , 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 in respect
 of the company.
 
 (xv) The company has given guarantees for loans taken by others from
 banks and financial institutions. In our opinion and according to the
 information and explanations given to us, the terms and conditions of
 such guarantees to banks or financial institutions are not prejudicial
 to the interest of the company.
 
 (xvi) According to the information and explanations given to us, the
 term loans were applied overall for the purpose for which the loans
 were obtained.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the company, in our
 opinion, no funds raised on short-term basis have been used for
 long-term investment.
 
 (xviii) According to the information and explanations given to us, the
 company has not made preferential allotment of shares to parties and
 companies covered in the register maintained under section 301 of the
 Companies Act, 1956.
 
 (xix) According to the information and explanations given to us, the
 company has created securities for the non- convertible debentures.
 
 (xx) According to the information and explanations given to us, the
 company had not raised any money by public issue during the year.
 
 (xxi) To the best of our knowledge and according to the information and
 explanations given to us, no fraud by the company and no material fraud
 on the company has been noticed or reported during the year.
 
 For G. C. SHARDA & CO.
 
 Chartered Accountants
 
 FRN : 500041N
 
 CA. Vandna Gopal Sharda
 
 Partner
 
 M. No. : 091051
 
 Place : New Delhi
 
 Date : August 13, 2011