We have audited the attached Balance Sheet of INDOWIND ENERGY LIMITED,
 as at 31st March 2011 and the Profit and Loss Account of the Company
 for the period ended 31st March 2011 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 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 management, as well as evaluating the overall financial statements
 presentation. We believe that our audit provides a reasonable basis for
 ouropinion.
 
 1.  As required by the Companies (Auditor''s report) order 2003, (as
 amended CARO (by amendment 2004)) , issued by the Central Government of
 India in terms of Section 227 (IV) (a) of the Companies Act, 1956, we
 annex hereto a statement of the matters specified in paragraphs 4 and 5
 of the said order.
 
 2.  Further to our comments in the statement 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 purpose of our
 audit.
 
 b.  In our opinion, proper books of account, as required by law have
 been kept by the company so farasappearsfromourexaminationofsuchbooks.
 
 c.  The Company''s Balance Sheet and Profit and Loss Account dealt with
 by this report are in agreement with the books of account.
 
 d.  On the basis of written representations received from the Directors
 as on 31st March 2011 and taken on record by the by the Board of
 Directors, we report that none of the directors is disqualified as on
 30th June 2010 from being appointed as a director in terms of clause
 (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956.
 
 e.  In our opinion, the Balance sheet, Profit & Loss account and Cash
 Flow Statements dealt with by the report, comply with the Accounting
 Standard referred to in (3c) of section 211 of the Companies Act, 1956.
 
 f.  With outqualifying ouropinion, we draw your attention to Note II,
 Clause 12of Schedule15to Accounts to Financial statements. The
 management is of the view that the liability to pay premium on
 redemption of the Foreign Currency Convertible Bonds is contingent and
 it is too early to decide the issue and therefore no provision for any
 liability that may result in future, including creation of reserve for
 redemption, has been made in financial statements.
 
 g.  The notification for levy and deposit of Cess U/s. 441A of the
 Companies Act has not yet been issued in the official gazzett, hence in
 ouropinion this clause is not applicable to the company.
 
 In our opinion and to the best of our information and according to the
 explanations given to us, the said accounts read with the notes thereon
 under Schedule 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.
 
 In the case of the Balance Sheet,of the state of affairs of the 
 company as at 31st, March 2011 and
 
 2 in the case of the Profit and Loss Account, for the profit for the
 year ended on that date.
 
 3 In the case of cash flow statement, of the cash flows for the
 yearended on that date.
 
 ANNEXURE RE: INDO WIND ENERGY LIMITED Referred to Paragraph 2 of our
 report of even date
 
 1.  Fixed assets
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of Fixed Assets.
 
 (b) According to the information and explanations provided to us the
 Company has regular programme of verification which, in ouropinion, is
 reasonable having regard to the nature of the Company and its size. No
 material discrepancies were noticed.
 
 (c) During the year, Company had disposed off 1.650 Mw of Wind Mill
 Capacity which is not substantial having any bearing on the going
 concern basis.
 
 2.  Inventory
 
 (a) Physical verification of inventory of units of electricity
 generated and work-in-progress by the management have been conducted by
 the Management during the year. In our opinion the frequency of
 verification is reasonable.
 
 (b) Procedures for physical verification of units of electricity
 generation and work-in-progress followed by the management are
 reasonable and adequate in relation to the size of the Company and its
 nature of business.
 
 (c) The Company is maintaining proper records of units of electricity
 generated and work-in- progress no material discrepancies have been
 noticed on verification between physical stocks and the book records.
 
 3.  Loans taken
 
 The company has not taken unsecured loan from companies, firms and
 other parties covered in the register maintained under section 301 of
 the Companies Act. Number of loan taken is NIL and total
 amountoutstandingisRs.NIL
 
 4.  Loans & Advances granted
 
 The company has given Loans & advances to companies, firms and other
 parties covered in the register maintained under section 301 of the
 Companies Act. Amount outstanding on 31st March 2011 is Rs.349.76 Lakhs
 and No. of parties involved is 5. In the case of Loans, the company has
 stipulated repayment & interest terms.
 
 5.  Internal control
 
 In our opinion and according to the information and explanations given
 to us, there are adequate internal control procedures commensurate with
 the size of the Company and nature of its business with regard to
 purchase of inventory, fixed assets and with regard to the sale of
 goods. During the course of our audit, we have not observed any
 continuing failure to correct major weakness is internal controls.
 
 6.  Related party transactions
 
 (a) According to the information and explanations given to us, we are
 of the opinion that the transactions 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 explanation
 given to us, in the case of transactions made exceeding the value of
 Rs.500,000/- with parties in the register maintained under section 301
 of the Companies Act, 1956, the prices are reasonable having regard to
 prevailing market prices. However, we are unable to comment on certain
 transactions of specialized items for which comparative prices are not
 available.
 
 7.  Deposits
 
 In our opinion and according to the information and explanations given
 to us, the Company has not accepted deposits from the public to which
 the provisions of section 58A and 58AA of the Companies Act, 1956 and
 the Rules framed there under are applicable, and therefore paragraph
 4(vi)ofthe Order is not applicable.
 
 8.  Internal audit
 
 In our opinion, the Company has an internal audit system commensurate
 with the size and nature of its business. Internal audit is done by an
 outside firm M/s. Vasudevan & Associates, Chartered Accountants. The
 reports have been considered wherever applicable., while finalizing the
 audit.
 
 9.  Cost records
 
 We have reviewed the books of account relating to materials, labour and
 other items of cost records maintained by the Company pursuant to the
 Rules prescribed by the Central Government under section 209(1 )(d) of
 the Companies Act, 1956 and we are of the opinion that prima-facie, the
 prescribed accounts and records have been maintained.
 
 10. Statutory dues
 
 (a) The Company is regular in depositing statutory dues with
 appropriate authorities including provident und and ESI, Income Tax,
 Sales Tax, Service Tax, Customs duty and other materials statutory dues
 applicable to it, except any disputed statutory dues. Further, no
 provision for Gratuity has been made during the year as in the opinion
 of the Management, provision already made is sufficient based on the
 quotation taken from The Life Insurance Corporation of India, who have
 quantified the provision.
 
 (b) As on 31st March 2011 according to the records of the company, the
 following are the particulars of disputed dues on account of Income Tax
 that have not been deposited:
 
 Name of     Nature      Amount of    Assessment year     Forum where
 the           of        Demand         to which          dispute is
 Statute      dues       (Rs.)        demand relates      Pending
 
 Income 
 Tax Law   Income Tax    2,654,944      1998-99           Commissioner 
                                                          - Appeals
 
 Income 
 Tax Law   Income Tax      538,759      2004-05           Commissioner 
                                                          - Appeals
 
 Income 
 Tax Law   Income Tax   10,985,773      2006-07           Commissioner
                                                          - Appeals
 
 Income 
 Tax Law   Income Tax    55,63,470      2007-08           Commissioner 
                                                          - Appeals
 
 11.  The Company has neither accumulated losses nor incurred cash loss
 during the financial year covered underour audit and preceding
 financial year.
 
 12.  In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of its dues to
 any financial institution or debenture holders.
 
 13.  In our opinion of the company has not granted loans and advances
 on the basis of security byway of pledge of shares, debentures
 orothersecurities.
 
 14.  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 Companies (Auditor''s Report) Order, 2003 are not applicable to the
 Company.
 
 15.  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 Companies (Auditor''s Report) Order,
 2003 are not applicable to the Company.
 
 16.  Based on the information and explanations given to us by the
 management, proceeds of term loans were applied for the purpose for
 which the loans were obtained. The company has availed a term loans
 from various banks and amount outstanding as on the balance sheet date
 is Rs. 359,439,947/-.
 
 17.  According to the information and explanations given to us and on
 an overall examination of the Balance Sheet of the company, we report
 that no short-term funds were raised by the company for long-term
 investment. Long-term funds have been used for permanent working
 capital.
 
 18.  According to the information and explanations given to us, the
 company has not made any preferential allotment of shares to the party
 covered in the register maintained under section 301 of the companies
 Act, 1956 during the year.
 
 19.  According to the information and explanations given to us during
 the period covered underour audit, the company has not issued any
 debentures during the yearand hence, the provisions of clause no 4
 (xix) of the Companies (Auditor''s Report) Order, 2003 is not applicable
 to the company.
 
 20.  The company has not raised any money by way of public issue during
 the year.
 
 21.  Based up on the Audit procedures performed forthe purpose of
 reporting the true and fairviewof the financial statements and as per
 the information and explanation given by the management, we report that
 no fraud on or by the company has been noticed or reported during the
 course of our audit.
 
                                                 For V.RAMARATNAM & CO.,
 
                                                  Chartered Accountants
 
 Place: Chennai                                               R. SUNDAR
 
 Date: 20.08.2011                                               Partner
 
                                                            FRN 002956S