1.  We have audited the attached Balance Sheet of PTC India Limited as
 at 31st March, 2011, the Profit and Loss Account and also 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 the 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 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 of
 our opinion.
 
 3.  As required by the Companies (Auditors'' Report) Order 2003 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 annexe
 hereto a statement on the matters specified paragraph 4 and 5 of the
 said Order.
 
 4.  Further to our comments in the Annexure referred to in para graph 3
 above, we report that:- 4.1 We have obtained all the information and
 explana tions which to the best of our knowledge and belief were
 necessary for the purpose of our audit.
 
 4.2 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.
 
 4.3 The Balance Sheet, the Profit and Loss Account and the Cash Flow
 Statement referred to in the report are in agreement with the books of
 account.
 
 4.4 In our opinion, the Balance sheet, the Profit and Loss account and
 the Cash Flow Statement, dealt with by this report comply with Account-
 ing Standards as referred to in Section 211(3) (c) of the Companies
 Act, 1956.
 
 4.5 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 31st March, 2011 from
 being appointed as a director in terms of clause (g) of subsection (1)
 of section 274 of the Companies Act, 1956.
 
 4.6 In our opinion and to the best of our information and according to
 explanations given to us the Balance Sheet, the Profit and Loss Account
 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:- (i) In the case of Balance Sheet of the State of
 Affairs of the Company as at 31st March, 2011,
 
 (ii) In the case of Profit and Loss Account of the Profit for the year
 ended on that date, and
 
 (iii) In the case of Cash Flow Statement of the Cash Flows for the year
 ended on that date.
 
 ANNEXURE Referred to in Paragraph 3 of Our Report of Even Date
 
 1.  The company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets.
 
 2.  According to the explanations given to us, all the fixed assets
 have been 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.
 
 3.  The company has not disposed off substantial part of the fixed
 assets during the year.
 
 4.  The company does not have any inventory hence paragraphs 4 (ii) (a)
 to (c) of the Companies (Auditor''s Report) Order, 2003 are not
 applicable to it.
 
 5.  The company has not granted any loans to companies, firms or other
 parties listed in the register maintained under section 301 of the
 Companies Act, 1956 and hence paragraphs 4 (iii) (a) to (d) of the
 Companies (Auditor''s Report) Order, 2003 are not applicable to it.
 
 6.  The company has not taken any loans from companies, firms or other
 parties listed in the register maintained under section 301 of the
 Companies Act, 1956 hence paragraphs 4 (iii) (e) to (g) of the
 Companies (Auditor''s Report) Order, 2003 are not applicable to it.
 
 7.  In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the company and the nature of its
 business, for the purpose of purchase of fixed assets and for the sale
 of goods and services.  During the course of our audit, we have not
 observed any continuing failure to correct major weaknesses in internal
 control systems.
 
 8.  In our opinion and according to the information and explanations
 given to us, during the year under audit there have been no
 transactions which need to be entered into the register maintained
 under section 301 of the Companies Act , 1956.
 
 9.  In view of our comments at para 8 above paragraph 4 (v) (b) of the
 Companies (Auditor''s Report) Order, 2003 is not applicable to it.
 
 10.  According to the information and explanations given to us, the
 company has not accepted any deposit from the public within the meaning
 of Section 58A and 58AA of the Companies Act, 1956 and the rules framed
 thereunder.
 
 11.  The company is having an internal audit system commensurate with
 the nature and size of its business.
 
 12.  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.
 
 13.  The company has been regular in depositing undisputed statutory
 dues including provident fund, income-tax, sales tax, wealth tax,
 custom duty, excise duty, service tax, cess and any other statutory
 dues with the appropriate authorities. There were no undisputed
 statutory dues outstanding as on 31.3.11 for a period of more than six
 months from the date they became payable except service tax of Rs.10.76
 mn (Refer Note No.33 of schedule K).
 
 14.  According to the records of the company, the dues of sales tax,
 income tax, custom duty, wealth tax, service tax, excise duty which
 have not been deposited on account of a dispute and the forum where the
 dispute is pending, is as under:-
 
 S. Name of    Nature of    Period   Amount    Forum where   Remark
 No the Statue dues         to which (Rs. in   dispute is
                            amount   Millions) pending
                            relates
 
 1 Income      Income     Assessment   13.98  Commissioner  Not required  
                                                            to be
   Tax         Tax        year                of Income Tax deposited 
                                                            as the
   Act,                   2008-09             (Appeals)     advance 
                                                            tax deposited
   1961                                                     is in excess  
                                                            for the
                                                            assessment 
                                                            year.
 
 15.  The company has neither accumulated losses as at 31st March 2011,
 nor has it incurred any cash loss during the financial year ended on
 that date or in the immediately preceding financial year.
 
 16.  According to the information and explanation 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.
 
 17.  According to the 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.
 Accordingly, the provision of paragraph 4 (xii) of the Companies
 (Auditor''s Report) Order, 2003 is not applicable to it.
 
 18.  The company is not a chit fund, or a nidhi/ mutual benefit fund/
 society.  Therefore, the provisions of clause 4(xiii) (a) to (d) of the
 Companies (Auditor''s Report) Order, 2003 are not applicable to the
 company.
 
 19.  The company is not dealing or trading in shares, securities and
 debentures 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are
 not applicable to the company
 
 20.  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.
 
 21.  According to information and explanations given to us, the company
 has not obtained any term loan from any bank/ financial institution
 during the year. Therefore, the provisions of paragraph (xvi) of the
 Companies (Auditor''s Report) Order, 2003 are not applicable to it.
 
 22.  According to the information and explanations given to us and
 based on our examination of the books of account of the company we have
 not observed any instance of funds raised for short term basis which
 were used for long term investment.
 
 23.  According to the information and explanations given to us the
 company has not made any preferential allotment of shares to the
 parties and companies covered in the register maintained under section
 301 of the Companies Act, 1956. Accordingly the provisions of paragraph
 4(xviii) of the Companies (Auditor''s Report) Order, 2003 are not
 applicable to it.
 
 24.  The Company has not issued any debentures during the year covered
 by our audit therefore the provisions of Clause 4(xix) of the Companies
 (Auditor''s Report) Order, 2003 are not applicable to it.
 
 25.  As per the information and explanations given to us, the company
 has not raised any money by public issue during the year.
 
 26.  As per the information and explanations given to us, no fraud on
 or by the company has been noticed or reported during the year.
 
                                          For T.R.Chadha & Co.
 
                               (Firm Registration No. 006711N)
                                        Chartered Accountants
 
 Date: August 8, 2011                            (Neena Goel)
 
 Place: New Delhi                                    Partner
 
                                                M.No. 057986