1.  We have audited the attached Balance Sheet of KCL Infra Projects
 Limited as at 31st March, 2011 and also the Profit & Loss account & 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 support- ing 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 by the Companies (Auditor''s Report)(Amendment) Order, 2004
 (together the ''Order1) issued by the Central Government of India in
 terms of sub-section (4A) of section 227 of the Companies Act, 1956,
 (the ''Act1) and on the basis of such checks of the books and records of
 the company as we considered appropriate and according to the
 information and explanations given to us, we enclose in the Annexure a
 statement on the matters specified in paragraphs 4 & 5 of the said
 order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 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, the Profit and Loss account & the
 Cash Flow Statement dealt with by this report are in agreement with the
 books of account of the Company; iv.  In our opinion the Balance Sheet,
 the Profit and Loss Account & the Cash Flow Statement comply with the
 Accounting Standards referred to in sub section (3C) of section 211 of
 the Companies Act, 1956 to the extent they are applicable to the
 Company.  v.  On the basis of written representation received from the
 directors, as on 31st March, 2011 and taken on record by the Board of
 Directors of the Company we report that none of directors are
 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
 financial statements with the notes thereon and attached thereto gives
 in the prescribed manner the information required by the Companies Act,
 1956 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, 2011 and
 
 (b).  in the case of Profit and Loss Account of the profit for the year
 ended on that date.
 
 (c).  in case of cash flow statement, of the cash flows for the year
 ended on that date.
 
 Annexure KCL Infra Projects Limited Referred to in paragraph 3 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. The same are in the process of being updated.
 
 (b) All the assets have not been physically verified by the management
 during the year but there is a regular programme of verification which,
 in our opinion is reasonable having regard to the size of the company
 and the nature of its assets. No material discrepancies were noticed on
 such verification.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 off by the Company during the year.
 
 (ii) (a) According to the information given by the management, the
 inventory in hand for the construction &. infrastructure segment has
 been physically verified during the year.
 
 (b) In our opinion, the procedures of physical verification of
 inventories followed by the manage- ment 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. There was
 no material discrepancies noticed on physical verification of Inventory
 as compared to the book records.
 
 (iii) In our opinion and according to the information and explanations
 given to us, there is ad-equate internal control system commensurate
 with the size of the Company and the nature of its business for
 purchases of inventory and fixed assets. Further, on the basis of our
 examination of the books of account and according to the information
 and explanations given to us, we have not come across nor have we been
 informed of any instance of major weaknesses in the aforesaid internal
 control system.
 
 (iv) (a) According to the information and explanation given to us, we
 are of the opinion that particu- lars of contracts or arrangements
 referred to in section 301 of the Companies Act, 1956, required to be
 entered into the register maintained under Section 301 of the Act have
 been so entered.
 
 (b) According to the information and explanation given to us, we are of
 the opinion that the transactions made during the year in pursuance of
 such contracts or arrangements that need to be entered in the register
 maintained under section 301 of the Companies Act, 1956, and exceeding
 the value of Five Lacs Rupees in respect of any party during the year
 have been made at prices which are reasonable having regard to the
 prevailing market prices at the relevant time.
 
 (v) In our opinion and according to the information and explanations
 given to us, the Company has not accepted any deposits from the public
 as per the directives issued by the Reserve Bank of India and the
 provisions of Section 58A, 58AA and any other relevant provisions of
 the Act and the rules framed there under. Therefore, the provisions of
 the clause (vi) of the said Order is not applicable to the Company
 
 (vi) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (vii) According to the information and explanation given to us, the
 Central Government has not prescribed for the maintenance of cost
 records under Section 209(l)(d) of the Act in re- spect of the products
 of the company.
 
 (viii) (a) According to the information and explanations given to us
 and the records of the Company examined by us, in our opinion, the
 Company is regular in depositing undisputed statutory dues including
 investor education and protection fund, Employee''s state insurance,
 income- tax, wealth-tax, service-tax, sales-tax, custom duty, excise
 duty, cess and other material statutory dues as applicable with the
 appropriate authorities during the year, and there were no such
 outstanding dues as at 31st March, 2011 for a period exceeding six
 months from the date they become payable.
 
 (b) According to the information and explanations given to us, the dues
 of income-tax, sales- tax, wealth-tax, service-tax, custom duty, excise
 duty and cess, which have not been de- posited on account of dispute,
 are as follows:
 
 Name of the 
 statute      Nature of dues Amount    Period to    Forum where dispute
                             involved  which the        is pending
                             (Rs.)     relates
 
                                   -NIL-  
 
 (ix) The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current and immediately
 preceding financial year.  
 
 (x) Based on our audit procedures and as per
 information and explanation given by the management, the Company, has
 not obtained any borrowings from any Financial Institution or by way of
 debentures. 
 
  (xi) According to the information and explanations given
 to us and based on the documents and records produced 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.
 
 (xii) 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 (as amended) are not applicable to the Company.
 
 (xiii) In our opinion and according to the information and explanations
 given to us, the Company has maintained proper records of the
 transactions and contracts in respect of trading in securities,
 derivatives and other investments during the year and timely entries
 have been made therein. 
 
  (xiv) According to the information and
 explanations given to us, the Company has not given any guarantee for
 loan taken by other from bank or financial institutions.  (xv) In our
 opinion and according to the information and explanations given to us,
 on an overall basis, no term loans have been acquired during the year.
 
 (xvi) According to the information and explanation given to us and on
 an overall examination of the balance sheet of the Company, we report
 that no funds raised on short-term basis have been used for long-term
 investments.  
 
 (xvii) According to the records of the Company and the
 information and explanation provided by the management, the Company has
 not made any preferential allotment of shares to parties and Companies
 covered in the register maintained under section 301 of the Act.
 Therefore the clause whether the prices at which shares have been
 issued is not prejudicial to the interest of the Company is not
 applicable to the Company. 
 
 (xviii) According to the information and explanation given to us 
 during the period covered by our audit report, the Company has not 
 issued any debentures. 
 
 (xix) The Company has not raised any money through public issues.
 Therefore the clause of verification of end use of money raised by
 public issues as disclosed in the notes to the
 financial statement is not applicable to the company. 
 
 (xx) Based upon the audit procedures performed for the purpose of
 reporting the true and fairview of the financial statements and as per
 the information and explanations 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 Mahesh C. Solanki & Co.
 
                                             Chartered Accountants 
                                     ( Firm Registration No: 006228C ) 
 Place: Thane
                                                 Mahesh Solanki
 
 Date: 30th May, 2011                                Partner
 
                                                M. No. - 074991