1.  We have audited the attached Balance Sheet of Nimbus Projects
 Limited (the Company) as at 31st March, 2012, the Statement of Profit
 and Loss and the Cash Flow Statement for the year ended on that date,
 both annexed thereto. These financial statements are the responsibility
 ofthe 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.  Without qualifying our opinion, we invite attention to Notes 10 &
 18 regarding balances in current account and share of profits (net) in
 joint venture partnership firms audited by other auditors whose report
 have been furnished to us by the Management of the Company and our
 opinion is based solely on such audited financial statements.
 
 4.  As required by the Companies (Auditor''s Report) Order, 2003 issued
 by the Central Government of India in term of Sub Section (4A) of
 Section 227 of the Companies Act, 1956, we enclose in the Annexure a
 statement on the matters specified in the paragraphs 4 and 5 of the
 said Order, to the extent applicable to the Company.
 
 5.  Further to our comments in the Annexure referred to above, we
 report that:
 
 i) We have obtained all information and explanations, which to the best
 of our knowledge and belief were necessary for the purpose of our
 audit;
 
 ii) 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
 these books;
 
 iii) The Balance Sheet, Statement of Profit and Loss and Cash Flow
 Statement dealt with by this report are in agreement with books of
 accounts;
 
 iv) In our opinion, the Balance Sheet, Statement of Profit and Loss
 Account and Cash Flow Statement dealt with by this report comply with
 the Accounting Standards referred
 toinSubSection(3C)ofSection211oftheCompanies Act, 1956;
 
 v) On the basis of written representation received from the directors,
 as on March, 31,2012 and taken on record by board of directors, we
 report that none of the directors is disqualified as on March, 31,2012
 from being appointment as a director in term of clause (g) of
 Sub-Section (1) of Section 274 ofthe Companies Act, 1956;
 
 vi) In our opinion and to the best of our information and according to
 explanation given to us , the said accounts 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:
 
 a) In case ofthe Balance Sheet, of the state of affairs of the Company
 as at 31st March 2012;
 
 b) In the case of the Statement of Profit and Loss, of the profit ofthe
 Company for the year ended on that date; and
 
 c) In case of Cash Flow Statement, ofthe cash flow of the Company for
 the year ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 4 OF OUR REPORT OF EVEN DATE ANNEXED
 FOR THE YEAR ENDED ON 31ST MARCH 2012.
 
 1.  (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) Fixed assets have been physically verified by the management during
 the year. No material discrepancies were noticed on such verification.
 
 (c) In our opinion and according to the information and explanation
 given to us, the Company has not made any substantial disposal ofthe
 fixed assets during the year and going concern status ofthe Company is
 not affected.
 
 2.  In respect of Inventory
 
 (a) As explained to us, the inventories were physically verified during
 the year by the management at reasonable intervals.
 
 (b) In our opinion and according to the information and explanation
 given to us, the procedures of physical verification of inventories
 followed by the management were reasonable and adequate in relation to
 the size of the company and the nature of its business.
 
 (c) In our opinion and according to the information and explanation
 given to us, the company has maintained proper records of its
 inventories and no material discrepancies were noticed on physical
 verification.
 
 3.  The Company has not taken loans secured or unsecured to/ from the
 companies, firms or other parties covered in the register maintained
 underSection301 ofthe Companies Act, 1956.
 
 In respect of loans, secured or unsecured, granted by the company to
 parties covered in the Register maintained under section 301 of the
 Companies Act, 1956, according to the information and explanation given
 to us the companies has granted loans to following parties:
 
 Sr.  Name of Party        Nature of            Loan
 No.                       Relationship         Amount (Rs.)
      
 a.   IITL Nimbus The      Partner              2,50,00,000/-
      Express Park View
 
 b.   IITL Nimbus The      Partner              5,48,94,618/-
      Palm Village
 
      TOTAL                                     7,98,94,618/-
 
 Name of Party              Maximum Amount        Outstanding 
                            Outstanding during    Balance at 
                            the year (Rs.)        31.03.2012
 
 IITL Nimbus The Express
 Park View                    2,50,00,000/-          NIL
 
 IITL Nimbus The Plam 
 Village                      5,48,94,618/-          NIL
 
 TOTAL                        7,98,94,618/-
 
 The rate of Interest and other terms and conditions of such loan are,
 in our opinion, prima facie not prejudicial to the interest of the
 Company.  -
 
 The payments of principal amounts and interest in respect of such loans
 are regular as per stipulation.
 
 4.  In our opinion and according to the information and explanation
 given to us, there are adequate internal control procedures
 commensurate with the size of the Company and the nature of its
 business with regards to purchases of Inventory and Fixed Assets and
 the sale of goods and services. During the course of our audit, we have
 not observed any continuing failure to correct major weakness in such
 internal control system. ''
 
 5.  In our opinion and according to the information and explanation
 given to us, there are no contracts or arrangements referred to in
 section 301 ofthe Companies Act, 1956 exceeding Rs. 5,00,000/- during
 the year that needed to be entered in the register maintained under the
 said section.
 
 6.  In our opinion and according to the information and explanation
 given to us, the Company has not accepted any deposit from the public
 and hence directive issued by the Reserve bank of India and the
 Provisions of section 58Aand 58AA ofthe Companies Act, 1956 and rules
 framed there under are not applicable for the year under audit.
 
 7.  In our opinion and according to the information and explanation
 given to us, the company has an adequate internal audit system
 commensurate with the size of the Company and nature of its business.
 
 8.  We have broadly reviewed the cost records maintained by the Company
 pursuant to Companies (Cost Accounting Records) Rules, 2011 prescribed
 by the Central Government under Section 209(1) (d) ofthe Companies Act
 1956 and area of the opinion that prima facie the prescribed cost
 records have been maintained. We have however, not made a detailed
 examination of the cost records with a view to determine they are
 accurate or complete.
 
 9.  (a) According to information and explanation given to us and the
 books and records examined by us the Company is regular in depositing
 with appropriate authorities undisputed statutory dues, including
 Provident Fund, Investor Education and Protection Fund, Employees State
 Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty,
 Excise Duty, cess and any other material statutory dues as applicable
 with appropriate authorities.
 
 (b) According to the records of the Company, there are no undisputed
 amounts payable in respect of Income Tax, Sales Tax, Wealth Tax,
 Service Tax, Custom Duty, Excise Duty, cess and any other material
 statutory dues in arrears as at March 31,2012 for aperiodofmore than
 six months from the date they become payable..
 
 10.  The Company does not have accumulated loss at the end of the
 financial year. The Company has not incurred any cash losses during the
 financial year covered by our audit and 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 any
 financial institutions and / or banks.
 
 12.  According to information and explanation given to us, the Company
 has not granted any loans and advances on the basis of security by way
 of pledge of shares, debentures and other securities during the year.
 
 13.  In our opinion, the Company is not a chit fund or a nidhi or a
 mutual benefit fund/ society. Therefore, the provisions of clause 4
 (xiii) ofthe Companies (Auditor''s Report) Order, 2003 are not
 applicable to the Company.
 
 14.  In our opinion and according to the information and explanation
 given to us, the Company is not a dealer or trader in shares,
 securities, debentures and other investments therefore the provision of
 clause 4 (xiv) of the Companies (Auditor''s Report) Order, 2003 are not
 applicable to the Company.
 
 15.  According to information and explanation given by the management,
 the Company has not given any guarantee for loans taken by others from
 banks or financial institutions.
 
 16.  According to information and explanation given to us, the term
 loans have been applied for the purpose for which they were raised.
 
 17.  According to information and explanation given to us, and an
 overall examination of Balance Sheet and Cash Flow Statement of the
 Company, we report that no fund raised on short term basis have been,
 prima facie, used for long term investment and no longterm fund have
 been used to finance shortterm requirement,
 
 18.  During the Year, the Company has not made any preferential
 allotment of shares to the parties and companies covered in the
 register maintained under Section 301 ofthe Companies Act 1956.
 
 19.  According to information and explanation given to us, the Company
 has not issued any debentures.
 
 20.  The Company has not raised any money through a public issue during
 the year.
 
 21.  According to information and explanation given to us, we report
 that no fraud of material significance on or by the Company has been
 noticed or reported during the course of our audit.
 
                                       For ANIL PRAHALAD & CO.
 
                                        CHARTERED ACCOUNTANTS
 
                                       Firm Regn. No.: 003921C
 
 Place: Delhi                                 (ANIL KUMAR)
 
 Date: 25/08/2012                                 Prop.
 
                                           Membership No.: 73030