We have audited the attached Balance Sheet of M/s Nu Tek India Limited,
 as at 31st March, 2011 and also the Profit and Loss account for the
 year ended on that date and the Cash Flow Statement of the company for
 the year ended on that date, annexed thereto. These financial
 statements are the responsibility of the Companys management. Our
 responsibility is to express an opinion on these financial statements
 based on our audit.
 
 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 principals used and significant estimate made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 As required by Companies (Auditors Report) order, 2003 as amended by
 Companies ( Auditor Report Amendment) order 2004, 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 & 5 of the said order. The
 Annexure forms part of report.
 
 Subject to our comments in the annexure referred to above, we report
 that
 
 (A) We have obtained all the information and explanations, which to the
 best to our knowledge and belief were necessary for the purpose of our
 audit.
 
 (B) 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
 such books.
 
 (C) The Companys Balance Sheet and Profit and 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 and Profit and 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 directors ,
 as on 31st March 2011 and taken on record by the Board of Directors, We
 report that none of the 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
 
 Without qualifying our report, attention is drawn that the company has
 written back liability of Rs.23.29 lakhs related with job charges.
 Please refer to the note number 8 in the schedule no12.
 
 (F) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts subject to notes on
 accounts thereon give the information required by the Companies Act,
 1956 in the manner so required and give a true and fair view:
 
 1.  In so far as it relates to the Balance Sheet, of the state of
 affairs of the company as at 31st March, 2011 and
 
 2.  In so far as it relates to the Profit and Loss account of the
 profit of the company for the year ended on that date.
 
 3.  In so far as it relates to the Cash Flow Statement of the company
 for the year ended on that date.
 
 Annexure Referred to in paragraph 3 of our report of even date,
 
 1.  (a) The company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) As per management representation a major of the assets have been
 physically verified by the management in accordance with the phased
 programme of verification adopted by the company. Pursuant to the
 programme, the management physically verified a portion of the fixed
 assets during the year 2010-2011.As per explanation given by the
 management, no material discrepancies were noticed on such
 verification.
 
 (c) During the year, the company has not disposed off any substantial
 part of its fixed assets.
 
 2.  (a) During the year, the inventory has been physically verified by
 the management. In our opinion, the frequency of verification is
 reasonable. There is no system of physical verification of Project
 under Progress.
 
 (b) The procedure of physical verification of inventory followed by the
 management are reasonable and adequate in relation to the size of the
 company and nature of its business.
 
 (c) The company has maintained proper records of inventory. No material
 discrepancies were notice during the course of Physical verification of
 inventory.
 
 3.  (a) In our opinion and according to information and explanation
 given to us ,The Company has not granted any loans, secured or
 unsecured to companies, firm or other parties listed in the register
 maintaining under section 301 of the companies act, 1956.
 
 (b) Since, the company has not granted any loan as referred to in Para
 3(a) above, provision of clause 3(b) and 3(d) of the order are not
 applicable to the company.
 
 (c) In our opinion and according to information and explanation given
 to us ,The Company has taken any loans, secured or unsecured to
 companies, firm or other parties listed in the register maintaining
 under section 301 of the companies act, 1956.
 
 (d) Since, the company has not taken any loan as referred to in Para 3
 (c) above, provision of clause 3 (f) and 3(g) of the order are not
 applicable to the company.
 
 4.  In our opinion and according to the information and explanation
 given to us, there are reasonable internal control procedures
 commensurate with the size of the company and nature of its business
 with regard to purchase of inventory, fixed assets and with regard to
 sale of goods and services. During the course of our audit, we have not
 observed any continuing failure to correct major weakness in internal
 control system.
 
 5.  (a) According to the information and explanation given to us, we
 are of the opinion that the company has entered the particulars all
 contracts or arrangements referred to in section 301 of the company
 act, 1956 in the registered required to be maintained under that
 section.
 
 (b) in our opinion and according to the information and explanation
 given to us. These transactions in pursuance of such contract or
 arrangement have been made at prices which are reasonable having regard
 to the prevailing market prices at the relevant times.
 
 6.  The company has not accepted any deposit from the public during the
 year within the meaning of the section 58A, 58AA or any other relevant
 provision of the companies act, 1956 and ruled framed there under.
 
 7.  In our opinion, the internal audit system of the company is
 commensurate with the size of the company and nature of its business.
 
 8.  As explained to us, the maintenance of cost records as required
 under section 209 (1)(d) of the companies act, 1956, has not been made
 applicable to the company products.
 
 9.  (a) The company is not regular in depositing undisputed statutory
 dues including Provided Fund, E.S.I., Income tax, Sales tax, Service
 Tax. According to the information provided to us, there is no amount,
 which is required to be deposited in Investors Education and Protection
 Fund. Company is regular in paying other statutory dues as applicable
 to it and any other statutory dues with the appropriate authorities.
 
 (b) According to the information and explanations given to us,
 Following undisputed statutory dues payable in respect of statutes
 mentioned below as at 31st March 2011 for the period of more than six
 months from the date they become payable:
 
 Name of     Nature of     Amount(Rs.)   Period to which    Current
 Statute     dues                        dues relates       Status
 
 Finance 
 Act, 1994   Service Tax   11,643,063    Till 30th 
                                         September, 2010     Paid
 
 The above amount do not include interest and other dues as may be
 payable on account of Non payment /delay in payments of statutory dues,
 which could not be quantified.
 
 10.  The company has no accumulated losses at the end of financial year
 31st March 2011. The company neither incurred cash losses during the
 current financial year nor in the immediately preceding financial year.
 
 11.  In our opinion the company has not defaulted in repayment of dues
 to financial institution, bank or debenture holders.  Accordingly, the
 provisions of clause 4 (xi) of the order are not applicable to the
 company.
 
 12.  According to information and explanations given to us, the company
 has not granted any loan and advances on the basis of security by way
 of pledge of share, debentures and other securities. Accordingly, the
 provisions of clause 4 (xii) of the order are not applicable to the
 company.
 
 13.  According to information and explanations given to us, the company
 is not a chit fund or nidhi / mutual benefit fund / society therefore,
 the provision of the clause 4(xiii) of the companies (Auditors Report)
 order 2003 is not applicable.
 
 14.  (a) The company has done trading in shares securities, debentures
 and other investment. And has maintained proper records of the
 transactions and contracts.
 
 (b) According to information and explanations given to us, we are of
 the opinion that timely entries and updation have been made therein.
 
 (c) The Company has held shares, securities, and other investments in
 its own name.
 
 15.  According to the information and explanation given to us, the
 company has given a FDR of Rs. one crore for issuing a bank guarantee
 in favour of its 100% subsidiary Nu Tek Energy Private Limited from
 State Bank of India.
 
 16.  In our opinion, the term loans have been applied for the purposes
 for which they were raised.
 
 17.  According to the information and explanation given to us and on
 overall examination of the balance sheet of the company, in our opinion
 there are no funds raised on a short term basis which has been used for
 long term investment and vice versa.
 
 18.  The company has not made preferential allotment of share to
 parties and companies covered in the register maintained under section
 301 of the company act, 1956 during the year.
 
 19.  The Company has not issued any debentures. Accordingly the clause
 4(xix) of the order is not applicable to the company.
 
 20.  The management has disclosed the end use of money raised by public
 issue (refer Note No. 10 of Notes to accounts of Schedule No. 12 ) and
 same has been verified by us.
 
 21.  Based up on the audit procedures performed and the information and
 explanations given to us by the management, we report that no material
 fraud on or by the company has been noticed or reported during the
 course of our audit.
 
 
 
 For SUMAN JEET AGARWAL & CO.  
 Chartered Accountants
 
 [SUMAN JEET AGARWAL]
 Partner
 Membership No. 091017
 Firm Reg. No. 11945 N
 
 Place : New Delhi 
 Date  : 30th May, 2011