1.  We have audited the attached Balance Sheet of PTC INDIA LIMITED as
 at March 31, 2012 and also the Statement of Profit and Loss and 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 (Auditors'' Report) Order, 2003 (as
 amended), issued by the Central Government of India in terms of sub-
 section (4A) of Section 227 of the Companies Act, 1956, and on the
 basis of such checks of books and records of the Company as we
 considered appropriate and according to the information and
 explanations given to us, we annex hereto a statement on the matters
 specified in paragraph 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:
 
 (i) We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purposes of our
 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
 such books.
 
 (iii) The Balance Sheet, the Statement of Profit and Loss and the Cash
 Flow Statement referred to in the report are in agreement with the
 books of account;
 
 (iv) In our opinion, the Balance Sheet, the Statement of Profit and
 Loss and the Cash Flow Statement, dealt with by this report comply with
 the accounting standards referred to in Section 211(3) (c) of the
 Companies Act, 1956 to the extent applicable;
 
 (v) On the basis of written representations received from the
 directors, and taken on record by the Board of Directors, we report
 that none of the directors is disqualified as on March 31, 2012 from
 being appointed as a director in terms of clause (g) of sub-section (1)
 of Section 274 of the Companies Act, 1956;
 
 (vi) In our opinion and to the best of our information and according to
 the explanations given to us the Balance Sheet, the Statement of Profit
 and Loss and the Cash Flow Statement read together with significant
 accounting policies and notes on the 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 the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31, 2012;
 
 b) In the case of the Statement of Profit and Loss, of the profit 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 (AUDITOR''S REPORT) Order, 2003 (REFERRED TO IN
 PARAGRAPH 3 OF OUR REPORT OF EVEN DATE ON THE ACCOUNT OF PTC INDIA
 LIMITED FOR THE YEAR ENDED ON 31ST MARCH 2012
 
 i. a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 b) According to the explanations given to us, all the fixed assets have
 been physically verified by the management at reasonable intervals
 having regard to the size of the Company and the nature of its assets
 and no material discrepancy was noticed on such verification as
 compared to book records.
 
 c) The Company has not disposed off substantial part of the fixed
 assets during the year.
 
 ii. a) The management has conducted physical verification of inventory
 at the year end.
 
 b) In our opinion and according to the information and explanations
 given to us, 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) In our opinion and according to the information and explanations
 given to us, the Company is maintaining proper records of inventory and
 no material discrepancies were noticed on physical verification.
 
 iii. a) According to the information and explanations given to us, the
 Company has not granted any loans, secured or unsecured to companies,
 firms or other parties covered in the register maintained under section
 301 of the Companies Act, 1956. Accordingly, the provisions of clauses
 4 (iii) (a), (b), (c) and (d) of the Companies (Auditors'' Report)
 Order, 2003 (as amended) are not applicable to the Company.
 
 b) According to the information and explanations given to us, 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 Companies Act, 1956. Accordingly, the provisions of clauses
 4(iii) (e), (f) and (g) of the Companies (as amended) are not
 applicable to the Company.
 
 iv. In our opinion and according to the information and explanations
 given to us, there are adequate internal control systems commensurate
 with the size of the Company and the nature of its business, for the
 purchase of inventory and fixed assets and for the sale of goods and
 services.  During the course of our audit, we have not observed any
 major weakness or continuing failure to correct any major weakness in
 the internal control system of the Company in respect of these areas.
 
 v. According to the information and explanations given to us, the
 company has not entered into any contract or arrangement with the
 Companies or Entities covered u/s 301 of the Companies Act, 1956.
 Accordingly, the provisions of clauses 4 (v) (a) and (b) of the
 Companies (Auditors'' Report) Order, 2003 (as amended) are not
 applicable to the Company.
 
 vi. According to the information and explanations given to us, the
 Company has not accepted any deposits from the public within the
 meaning of Section 58A and 58AA or any other relevant provisions of the
 Companies Act, 1956 and the rules framed there under. Accordingly, the
 provisions of clause 4 (vi) of the Companies (Auditors'' Report) Order,
 2003 (as amended) are not applicable to the Company.
 
 vii. In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 viii. We have broadly reviewed the records maintained by the Company
 for generation of power pursuant to the rules 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 not, however, made a detailed examination of the records with a
 view to determine whether these are accurate and complete.
 
 ix. a) The Company has been generally regular in depositing undisputed
 statutory dues including provident fund, investor education and
 protection fund, employees'' state insurance, income-tax, sales-tax,
 wealth-tax, service tax, customs duty, excise duty, cess and other
 material statutory dues applicable to it with the appropriate
 authorities.
 
 b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, employees'' state insurance, income-tax,
 wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and
 other material statutory dues were outstanding, at the year end, for a
 period of more than six months from the date they became payable.
 
 c) According to the information and explanations given to us, the dues
 of income tax, sales-tax, wealth tax, service tax, customs duty, excise
 duty and cess which have not been deposited on account of a dispute and
 the forum where the dispute is pending are as follows:
 
 Statute      Nature         Period to       Amount       Forum where
              of Dues        which the      involved      the dispute is
                             amount         (Rs. in         pending
                             relates         Millions)
 
 Income Tax   Income         AY 2008-09       13.98           ITAT
 Act, 1961    Tax
 
 Income Tax   Income         AY 2009-10       24.97        Commissioner
 Act, 1961    Tax                                         of Income Tax
                                                           Appeals
 
 x. The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current and immediately
 preceding financial year.
 
 xi. In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to a
 bank.  The Company does not have any loan from any financial
 institution and has not issued any debentures.
 
 xii. According to the information and explanations given to us, the
 Company has not granted loans and advances on the basis of security by
 way of pledge of shares, debentures and other securities. Accordingly,
 the provisions of clause 4 (xii) of the Companies (Auditors'' Report)
 Order, 2003 (as amended) are not applicable to the Company.
 
 xiii. In our opinion and according to the information and explanations
 given to us, the Company is not a chit fund or a nidhi or mutual
 benefit fund or society. Accordingly, the provisions of clause 4(xiii)
 of the Companies (Auditors'' Report) Order, 2003 (as amended) are not
 applicable to the Company.
 
 xiv. In our opinion and according to the information and explanations
 given to us, the Company is not dealing in or trading in shares,
 securities, debentures and other investments. Accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditors'' Report) Order,
 2003 (as amended) are not applicable to the Company.
 
 xv. According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from bank
 or financial institutions. Accordingly, the provisions of clause 4(xv)
 of the Companies (Auditors'' Report) Order, 2003 (as amended) are not
 applicable to the Company.
 
 xvi. In our opinion and according to the information and explanations
 given to us, the term loans were applied for the purpose for which the
 loans were obtained.
 
 xvii. According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we report
 that no funds raised on short-term basis have been used for long-term
 investment.
 
 xviii . According to the information and explanations given to us,
 during the year the Company has not made any preferential allotment of
 shares to parties or companies covered in the register maintained under
 section 301 of the Companies Act, 1956. Accordingly, the provisions of
 clause 4(xviii) of the Companies (Auditors'' Report) Order, 2003 (as
 amended) are not applicable to the Company.
 
 xix. The Company has not issued any debentures during the year.
 Accordingly, the provisions of clause 4(xix) of the Companies
 (Auditors'' Report) Order, 2003 (as amended) are not applicable to the
 Company.
 
 xx. The Company has not raised any money through a public issue during
 the year. Accordingly, the provisions of clause 4(xx) of the Companies
 (Auditors'' Report) Order, 2003 (as amended) are not applicable to the
 Company.
 
 xxi. During the course of our examination of the books of account
 carried out in accordance with the generally accepted auditing
 practices in India, and according to the information and explanation
 given to us, we have neither come across any instance of fraud on or by
 the company, noticed or reported during the year, nor have we been
 informed of such case by the management.
 
                                          For K.G. SOMANI & CO.
 
                                          Chartered Accountants
 
                                 Firm Registration No.: 006591N
 
                                          (Bhuvnesh Maheshwari)
 Place: New Delhi                                       Partner
 
 Date: 30th May 2012                              M. No. 088155