1.  We have audited the attached Balance Sheet of M/s KALINDEE RAIL
 NIRMAN (ENGINEERS) LTD, NEW DELHI as at 31st March, 2011, the Profit &
 Loss Account and also 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 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, to the extent applicable to the Company.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 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 purpose of our
 audit;
 
 (b) In our opinion, proper books of accounts as required by Law have
 been kept by the Company so far as appears from our examination of
 those books.
 
 (c) The Balance Sheet, Profit & Loss Account and Cash Flow statement
 dealt with by this report are in agreement with the books of accounts;
 
 (d) In our opinion, the Balance Sheet, Profit & 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) On the basis of 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;
 
 (f) In our opinion and to the best of our information and according to
 explanations given to us, the said accounts give the information
 required and 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 & Loss Account, of the Profit of the
 Company for the year ended on that date;
 
 (iii) In the case of the Cash Flow Statement, of the Cash Flows for the
 year ended on that date. (iii) In the case of the Cash Flow statement,
 of the Cash Flows for the year ended on that date.
 
 Annexure to the Auditors'' Report
 (Referred to in paragraph 3 of our report of even date)
 
 Annexure referred to in paragraph 3 of Auditors Report to the members
 of Kalindee Rail Nirman (Engineers) Ltd on the accounts for the year
 ended 31st March, 2011.
 
 1.  In respect of Fixed Assets:
 
 (a) The Company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets.
 
 (b) As explained to us, all the fixed assets have been physically
 verified by the management in a phased periodical manner, which in our
 opinion is reasonable, having regard to the size of the Company and
 nature of its assets. No material discrepancies were noticed on such
 physical verification.
 
 (c) The Company has not disposed off any substantial part of its fixed
 assets during the year, that would affect the Going Concern assumption
 of the Company.
 
 2.  In respect of its inventories:
 
 (a) Inventory has been physically verified by the management during the
 year. In our opinion, the frequency of verification is reasonable.
 
 (b) The procedures of physical verification of inventory followed by
 the management are reasonable and adequate in relation to the size of
 the Company and the nature of its business.
 
 (c) On the basis of our examination of the inventory records, we are of
 the opinion that the Company is maintaining proper records of
 inventory. The discrepancies noticed on verification, between the book
 records and physical stocks, as at March 31, 2011 were not material.
 
 3.  According to the information and explanations given to us, the
 Company has neither granted nor accepted any loans, secured or
 unsecured to / from Companies, firms or other parties covered in the
 register maintained under section 301 of the Companies Act, 1956.
 Accordingly, the provisions of clause 4 (iii) of the Companies
 (Auditor''s Report) Order, 2003 are not applicable to the Company.
 
 4.  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 the nature of its
 business with regard to purchase of inventory, fixed assets and with
 regard to the work executed. During the course of our audit, we have
 not observed any continuing failure to correct major weakness in
 internal control system.
 
 5.  According to the information and explanation provided by the
 management, there have been no contracts or arrangement during the
 period that need to be entered into the register maintained under
 Section 301 of the Companies Act, 1956. Therefore, the provisions of
 clauses (V) (a) and (b) of the Companies (Auditors'' Report) order, 2003
 (a) amended are not applicable.
 
 6.  According to the information and explanation given to us, the
 Company has not accepted any deposits from the public during the year,
 hence the directives issued by the Reserve Bank of India and the
 provision of Section 58A and 58AA or any other relevant provision of
 the Act and rules framed there under, are not applicable to the
 Company.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 8.  According to information & explanation given to us, the Central
 government has not prescribed the maintenance of cost records for any
 of the Company''s products under Section 209 (1) (d) of the Companies
 Act, 1956.
 
 9.  (a) According to the information and explanations given to us and
 the record of company examined by us, the Company is generally regular
 in depositing with appropriate authorities undisputed statutory dues
 including Provident Fund, Income Tax, Sales Tax, Service Tax, Wealth
 Tax, Custom Duty, Cess and other material statutory dues applicable to
 it.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales
 Tax, Service Tax, Customs Duty and Cess were in arrears, as at 31st
 March, 2011 for period of more than six months from the date they
 become payable.
 
 (c) According to the information and explanations given to us, there
 are no dues of Income tax, Wealth Tax, Sales tax and cess which have
 not been deposited on account of any dispute.
 
 10.In our opinion, the Company has no accumulated losses and company
 has not incurred any cash losses either during the current financial
 year or in the immediately preceding financial year.
 
 11.In our opinion, and according to the information and explanation
 given to us, the Company has not defaulted in repayment of dues to the
 Financial Institutions or Banks.
 
 12.The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 Hence, maintenance of record is not applicable.
 
 13. In our opinion, the Company is not a chit fund or 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.
 
 14.In our opinion and according to the information and explanations
 given to us, the Company is not dealing in or trading in shares,
 securities and debentures and other investments. Accordingly the
 provisions of clauses 4 (xiv) of the Companies (Auditor''s Report) Order
 2003 are not applicable to the Company.
 
 15.According to the information and explanation given to us, the
 Company has not given any guarantee for loans taken by others from
 banks or financial Institutions and accordingly provision of clause
 4(XV) of the order are not applicable on the company.
 
 16. In our opinion and according to the information and explanation
 given to us, on an overall basis, the Company has availed term loan and
 has specifically used for the purpose for which loan was taken.
 
 17. According to the information and explanation given to us and on an
 overall examination of the Balance Sheet of the Company, we report that
 funds raised on short terms basis have not been used for long-term
 investments.
 
 18. The Company has made preferential allotment of Shares and warrants
 to parties and Companies in accordance with the provisions of Sec 81
 (1A) of The Companies Act, 1956
 
 19. Accordingly to the information and explanation given to us, the
 Company has not issued any debenture during the year under review,
 therefore the provision of clause 4(XIX) of the order are not
 applicable to the company.
 
 20. The Company has not raised any money by way of Public issue during
 the year.
 
 21. Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of 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
 period under review.
 
                                           Sd/-
 
                                           Amit Goyal & Co.
 
                                           Chartered Accountants
 
                                           Firm Registration No. 003778C
 
                                          (Rajeev Kumar)
 
 Place :   New Delhi                       Partner
 
 Date  :   September 3, 2011               Membership No. 075730