1.  We have audited the attached Balance Sheet of MAN INFRACONSTRUCTION
 LIMITED as at 31st March, 2012, the Statement of Profit & Loss and the
 Cash Flow Statement for the year ended on that date annexed thereto.
 
 These Financial Statements are the responsibility of the 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 the 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, (''the
 Order'') issued by the Central Government of India in terms of
 sub-section (4A) of Section 227 of the Companies Act, 1956, (''the Act'')
 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 the
 audit;
 
 (ii) 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
 the said books;
 
 (iii) The Balance Sheet, Statement of Profit & Loss and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (iv) In our opinion, the Balance Sheet, Statement of Profit and Loss
 and Cash Flow Statement comply with the Accounting Standards referred
 to in sub-section (3C) of Section 211 of the Act.
 
 (v) The Exceptional Item (Note No. 2.23) of Rs. 1,160.23 Lakhs arises out
 of the Management statements made, pursuant to the proceedings
 initiated by the Income-tax authorities under Section 132 of the Income
 Tax Act, 1961, and in respect of which, therefore, we have been unable
 to obtain supporting to provide a satisfactory basis for our opinion.
 Accordingly, we have not expressed any opinion thereon.
 
 (vi) Based on written representations made by the Directors of the
 Company and taken on record by the Board, none of the Directors of the
 Company are, prima-facie, as at 31st March, 2012 disqualified from
 being appointed as directors of the Company under clause (g) of
 sub-section (1) of Section 274 of the Act on the said date;
 
 (vii) In our opinion and to the best of our information and according
 to the explanations given to us, subject to our observation in Para(v)
 above, the accounts read together with notes thereon give the
 information required by the Act in the manner so required 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, 2012,
 
 b.  In the case of the Statement of Profit & Loss, 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.
 
 (i) (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of its fixed
 assets except for steel shuttering materials for which considering
 nature of assets, maintenance of quantitative details is not feasible.
 
 (b) According to the information and explanations given to us, most of
 the fixed assets of the Company were physically verified by the
 management during the year except for steel shuttering materials and no
 material discrepancies were noticed on such verification. In our
 opinion, the frequency of verification is reasonable having regard to
 the size of the Company and the nature of its fixed assets.
 
 (c) During the year, Company has not disposed off any substantial part
 of fixed assets.
 
 (ii) The year-end inventory comprises of Construction Work- in-progress
 and construction materials. Considering the nature of construction work
 and the manner in which the same is carried out, we are of the opinion
 that verification of such materials and records maintained at sites are
 adequate and proper. The Company has qualified engineers to supervise
 the work as well as to certify the work done by the contractors. The
 Construction Work-in- Progress is recognized based on such verification
 and certification. In our opinion, the procedure of continuous
 verification and certification adopted by the management and the
 records maintained are reasonable and adequate in relation to the size
 of the Company and the nature of its business.
 
 (iii) (a) The Company has granted unsecured loans to 6 (Six)
 subsidiaries and 1 (One) joint venture companies covered in the
 Register maintained under Section 301 of the Act. The maximum amount
 involved during the year was Rs. 14,479.17 Lakhs and the balance at the
 end of the year was Rs. 11,871.62 Lakhs.
 
 (b) In our opinion and according to the information and explanations
 given to us, the rate of interest, wherever applicable and other terms
 and conditions of loans covered in the Register maintained under
 Section 301 of the Act are not prima facie prejudicial to the interest
 of the Company
 
 (c) According to the information and explanations given to us, no
 repayment schedules have been specified and accordingly the question of
 regularity in repayment of principal amount, wherever applicable, does
 not arise.
 
 (d) As stated above, no repayment schedules have been specified and
 there are no overdue amounts in excess of Rs. One Lakh.
 
 (e) The Company has not taken any loans, secured or to unsecured from
 Companies, Firms or other parties (g) covered in the register
 maintained under Section
 
 301 of the Act, hence the question of reporting under sub-clause (e) to
 (g) of clause 4(iii) of the Order does not arise.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there is adequate internal control system commensurate
 with the size of the Company and the nature of its business with
 regards to purchases of the inventory fixed assets and for sale of
 services except for generation and disposal of scrap which needs to be
 strengthened. During the course of our audit, we have not observed any
 continuing failure to correct major weakness in internal controls.
 
 (v) (a) On perusal of the information available with the Company and
 based on explanations given to us, we are of the opinion that the
 particulars of contracts or arrangements referred to in Section 301 for
 the year that needs to be entered into the register maintained under
 Section 301 of the Act, have been so entered.
 
 (b) In our opinion and according to the information and explanation
 given to us, the transactions made in pursuance of contracts or
 arrangements entered in the registers maintained under Section 301 of
 the Act, and exceeding the value of Rs. Five Lakhs 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 to the
 extent the same are available with the Company
 
 (vi) In our opinion and according to the information and explanation
 given to us, the Company has not accepted deposits from the public and
 therefore, the provisions of Section 58A, 58AA or any other relevant
 provisions of the Act and Rules framed there under are not applicable
 to the Company
 
 (vii) In our opinion, the internal audit function carried out during
 the year by firms of Chartered Accountants appointed by the management
 is commensurate with the size of the Company and the nature of its
 business.
 
 (viii) We have broadly reviewed the books of account and records
 maintained by the Company relating to its construction activity
 pursuant to the order made by the Central Government for the
 maintenance of cost records under Section 209(1)(d) of the Companies
 Act, 1956 and are of the opinion that prima facie the prescribed
 accounts and records have been made and maintained.  We have, however,
 not made a detailed examination of the records with a view to
 determining whether they are accurate or complete, as the examination
 of the records is made by a Cost Accountant.
 
 (ix) (a) Based on the records produced before us, the Company is
 generally regular in depositing with appropriate authorities undisputed
 statutory dues such as Provident Fund, Sales Tax, Income Tax, Service
 Tax, Custom Duty and other material statutory dues wherever applicable
 and there are no arrears as at 31st March, 2012 which were due for 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, Sales Tax, Wealth Tax, Service Tax, Custom
 Duty/ Excise Duty and Cess which have not been deposited on account of
 any dispute except in the following:
 
 Name of the Statute   Nature of Dues   Forum where dispute is pending
 
 
 TNGST, Act, 1959      Penalty          Tamil Nadu Sales Tax Appellate
                                        Tribuna, Chennai
 
 TNGST, Act, 1959      Penalty          Tamil Nadu Sales Tax Appellate
                                        Tribunal, Chennai
 
 TNGST, Act, 1959      Tax              Tamil Nadu Sales Tax Appellate
                                        Tribunal, Chennai
 
 KVAT Rules, 2005      Tax & Interest   Deputy Commissioner (Appeals), 
                                        Commercial Taxes, Ernakulum, 
                                        Kerala
 
 KVAT Rules, 2005      Tax & Interest   Deputy Commissioner (Appeals), 
                                        Commercial Taxes, Ernakulum, 
                                        Kerala
 
 KVAT Rules, 2005      Tax & Interest   Deputy Commissioner (Appeals),
                                        Commercial Taxes, Ernakulum, 
                                        Kerala
 
 
 Name of the Statute   Financial Year   Amount (Rs.)
 
 TNGST,Act,1959        2003-04          1,966,472
 
 TNGST,Act,1959        2004-05          1,752,503
 
 TNGST,Act,1959        2006-07             31,218
        
 KVAT Rules,2005       2007-08          3,828,619
 
 KVAT Rules,2005       2008-09         13,677,845
 
 KVAT Rules,2005       2009-10            305,112
 
 
 Name of the Statute   Nature of Dues  Forum where dispute is pending
 
 Income Tax Act, 1961  Tax             Asst. Commissioner of Income 
                                       Tax
 
 Income Tax Act, 1961  Interest        Asst. Commissioner of Income 
                                       Tax
 
 Income Tax Act, 1961  Interest        Additional Commissioner of 
                                       Income Tax
                                       (Fringe Benefits Tax)
 
 Income Tax Act, 1961  Interest        Deputy Commissioner of Income 
                                       Tax 
 
 Income Tax Act, 1961  Interest        Asst. Commissioner of Income
                                       Tax (Fringe Benefits Tax)
 
 Wealth Tax Act, 1957  Tax Liability   Asst. Commissioner 
                                       of Income Tax (Wealth Tax) 
 
 
 Finance Act, 1994     Tax             Commissioner of Service Tax 
 
 
 Name of the Statute   Financial year   Amount(Rs.)
 
 Income Tax Act,1961   2005-06            244,738
 
 Income Tax Act,1961   2006-07             58,374
 
 Income Tax Act,1961   2006-07             33,826
 
 Income Tax Act,1961   2007-08          1,371,667
 
 Income Tax Act,1961   2008-09            172,761
 
 Wealth Tax Act,1961   2005-06             18,006
 
 Finance Act,1994      2009-10          7,327,483
 
 (x) The Company does not have any accumulated losses at the end of the
 financial year and has not incurred cash losses in the financial year
 and in the immediately preceding financial year.
 
 (xi) Based on our audit procedures and according to the information and
 explanation given to us, we are of the opinion that the Company has not
 defaulted in repayment of dues to financial institutions or banks.
 
 (xii) The Company has not granted any loans and advances on the basis
 of security by way of pledge of shares, debentures and other
 securities.
 
 (xiii) The Company is not a chit fund or a nidhi /mutual benefit fund/
 society. Therefore, clause 4(xiii) of the Order is not applicable to
 the Company
 
 (xiv) The Company has maintained proper records of transactions and
 contracts in respect of its dealing in securities and other investments
 and timely entries have been made therein. All shares and other
 investments have been held by the Company in its own name.
 
 (xv) According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from
 banks or financial institutions.
 
 (xvi) The Company has not taken any term loans hence the question of
 application of term loans does not arise.
 
 (xvii) According to the information and explanations given to us, and
 in our opinion, the funds raised on short- term basis have generally
 not been used for long term investment.
 
 (xviii) 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, during the year.  Hence the question of
 reporting under clause 4(xviii) of the Order regarding whether price at
 which shares have been issued is prejudicial to the interest of the
 Company does not arise.
 
 (xix) The Company has not issued any debentures hence the question of
 whether securities have been created does not arise.
 
 (xx) We have verified the end use of money raised by public issues from
 the draft prospectus filed with SEBI, the offer document and as
 disclosed in the notes to the financial statements.
 
 (xxi) Based upon the audit procedures performed and 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 year.
 
                                                 For G. M. KAPADIA & CO.
 
                                                  Chartered Accountants 
 
                                         Firm Registration No. 104767 W
 
                                                            (ATUL SHAH)
 
 Place: Mumbai                                                  Partner
 
 Date: 28th May 2012                              (Membership No. 39569)