1.  We have audited the attached Balance Sheet of MAN INFRACONSTRUCTION
 LTD. 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 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 (Auditors 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, 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 comply with the Accounting Standards referred to in
 sub-section (3C) of Section 211 of the Act.
 
 (v) Based on 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, 2011 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;
 
 (vi) In our opinion and to the best of our information and according to
 the explanations given to us, 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, 2011,
 
 b.  In the case of the 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 to the auditors report
 (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 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, the 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 and architects
 to supervise the work as well as to certify the work done by the
 contractors.  The Construction Work-in-Progress is recognised 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 2 (Two)
 subsidiaries and 1 (One) joint venture Company covered in the register
 maintained under section 301 of the Act. The maximum amount involved
 during the year was Rs. 2,721.26 Lakhs and the balance at the end of the
 year was Rs. 2,247.56 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. 1.00 Lakh.
 
 (e) to (g) The Company has not taken any loans, secured or unsecured
 from companies, firms or other parties 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. 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. 5.00 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)To the best of our knowledge and as explained, the Central
 Government has not prescribed the maintenance of cost records under
 clause (d) of sub- section (1) of Section 209 of the Act for the
 services of the Company.
 
 (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, 2011 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:
 
                                                      (Rs. in Lakhs)
 
 Name of the Nature of Dues  Forum where  Financial Year  Amount
 Statute                     dispute is 
                             pending
 
 TNGST Act, 
 1959         Penalty     Hon.Sales Tax         2003-04    19.36
                          Appellate Tribunal
                         (Additional Bench),
                          Chennai
 
 TNGST 
 Act,1959     Penalty     Hon.Sales Tax         2004-05    17.53
                          Appellate Tribunal
                         (Additional Bench),
                          Chennai
 
 KVAT 
 Rules, 2005  Value Added 
        Tax &             Deputy                2007-08    57.43
              Interest    Commissioner
                         (Appeals),
                          Commercial Taxes,
                          Ernakulam, Kerala
 
 KVAT 
 Rules, 2005  Value added 
               Tax &      Deputy                2009-10     4.58
              Interest    Commissioner
                         (Appeals),
                          Commercial Taxes,
                          Ernakulum, Kerala
 
 Income Tax 
 Act,1961    Income Tax  
             & Interest   Deputy                2007-08    13.61
                          Commissioner of
                          Income Tax
 
 Income Tax 
 Act,1961    Income Tax 
             & Interest   Assistant             2008-09   121.50
                          Commissioner of
                          Income Tax
 
 Wealth 
 Tax,1957    Wealth Tax 
             Liability    Asst. Commissioner    2006-07     0.18
                           of Income Tax
                          (Wealth Tax)
 
 (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, debentures and other
 investments and timely entries have been made therein. All shares,
 debentures 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. 104767W
  
                                                       (ATUL SHAH)
 
 Place: Mumbai                                            Partner
 
 Dated: 25th May, 2011                      (Membership No. 39569)