1.  We have audited the attached Balance Sheet of Ruchi Infrastructure
 Limited as at March 31, 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 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, 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 in paragraph 3
 above, we report that:
 
 a) 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;
 
 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 those
 books and proper returns adequate for the purposes of our audit have
 been received from the branches not visited by us;
 
 c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash
 Flow Statement dealt with by this report are prepared in compliance
 with the Accounting standards referred to in Section 211 (3C) of the
 Companies Act, 1956;
 
 e) On the basis of written representations received from the directors,
 as on March 31, 2011 and taken on record by the Board of Directors, we
 report that none of the directors is disqualified as on March 31, 2011
 from being appointed as a director in terms of clause (g) of sub
 Section (1) of Section 274 of the Companies Act, 1956;
 
 f) (i) Interest Expenditure of Rs.10,08,11,303/- (Previous year
 Rs.6,14,04,720/-) has been netted of against the interest income,
 instead of including the same under financial expenses. The said
 disclosure however has no impact on the profit for the year.
 
 (ii) The opening balances are taken from the accounts, for the year
 ended March 31, 2010 audited by M/s. M. M. Singla & Co., Mumbai and
 same are relied upon by us.
 
 g) In our opinion and to the best of our information and according to
 the explanations 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 accounting principles generally
 accepted in India;
 
 i.  in the case of the Balance Sheet of the state of affairs of the
 Company as at March 31, 2011;
 
 ii.  in the case of the Profit and Loss Account, of the Profit for the
 year ended on that date; and
 
 iii.  in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE TO AUDITORS'' REPORT
 Referred to in paragraph 3 of our report of even date.  i.  In respect
 of its Fixed Assets :
 
 a.  The Company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets.
 
 b.  As per the information given to us, the fixed assets are physically
 verified by the management according to a phased programme designed to
 cover all the items over a period which, in our opinion, is reasonable
 having regard to the size of the Company and the nature of its fixed
 assets. No material discrepancies were noticed on such verification.
 
 c.  During the year, the Company has not disposed off a substantial
 part of fixed assets and we are of the opinion that the going concern
 status of the company is not affected.
 
 ii.  In respect of Inventories :
 
 a.  The Inventories have been physically verified by the management. In
 our opinion the frequency of verification is reasonable.
 
 b.  In our opinion, the procedures of physical verification of
 inventories followed by the management are reasonable and adequate in
 relation to the size of the Company and the nature of its business.
 
 c.  The Company is maintaining proper records of inventory. As
 explained to us, there were no material discrepancies noticed on
 physical verification of inventories as compared to the book records.
 
 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. Hence the provisions of clauses iii(b),
 iii (c) and iii(d) of the Order are not applicable to the Company.
 
 b. According to the information and explanations given to us, the
 Company has not taken any loan secured or unsecured from companies,
 firms or other parties covered in the register maintained under Section
 301 of the Companies Act, 1956. Hence the provisions of clauses iii(f)
 and iii(g) of the Order 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 with regard
 to purchases of inventory, 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
 system in respect of these areas.
 
 v. a. According to the information and explanations given to us, we are
 of the opinion that the particulars of contract or arrangements that
 need to be entered into the register maintained under Section 301 of
 the Companies Act, 1956 have been so entered.
 
 b. In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements and exceeding the value of the rupees five lakhs in
 respect of each party during the year, have been made at prices which
 appear reasonable having regard to prevailing market prices at the
 relevant time.
 
 vi. According to the information and explanations given to us, the
 Company has not accepted any deposits from public to which the
 provisions of Section 58A, 58AA or any other relevant provisions of the
 Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules,
 1975 apply.
 
 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 books of accounts and records in
 respect of manufacturing of vegetable refined oils and wind power
 generation maintained by the Company pursuant to the rules made by the
 Central Government of India for maintenance of cost records under
 Section 209 (1 )(d) of the Companies Act, 1956. We are of the opinion
 that prima facie the prescribed accounts and records have been made and
 maintained. However, we have not, made a detailed examination of such
 accounts and records with a view to determine whether they are accurate
 or complete.
 
 ix. a) The Company is generally regular in depositing with appropriate
 authorities undisputed statutory dues including provident fund,
 investor education protection fund, employee''s state insurance, income
 tax, sales tax, service tax, wealth tax, custom duty, excise duty, cess
 and other material statutory dues applicable to it. There were no
 arrears, as at March 31, 2011 for a period of more than six months from
 the date they became payable.
 
 b) According to the records of the company and information and
 explanation given to us, the disputed statutory dues including
 provident fund, sales tax, income tax, custom duty, wealth tax, service
 tax, excise duty and cess which have not been deposited with
 appropriate authorities are as under:
 
 Name of the       Nature of       Amount   Period to 
                                             which    Forum where
 statute           dues          Involved 
                                    (Rs.)   amount 
                                            relates   dispute is pending
 
 Central Excise &  Excise Duty    14,89,019 2004-05   CESTAT Bangalore
 
 Service Tax
 
 Central Excise &  Excise Duty     5,42,045 2004-05   High Court A.P.
 
 Service Tax
 
 The Sales Tax Act Sales Tax    4,21,97,395 2003-04, 
                                            2004-05   Dy. Commissioner 
                                                      (Appeal)
                                            & 2005-06 Vizag
 
 The Sales Tax Act Sales Tax      33,51,405 2002-03 &
                                            2003-04   Sales Tax Appellate
                                                      Tribunal Vizag 
 
 The Sales Tax Act Sales Tax    6,91,53,119 2002-03   High Court A.P.
 
 The Sales Tax Act Sales Tax    3,55,32,882 2001-02 &
                                            2002-03   High Court Chennai
 
 The Sales Tax Act Sales Tax      41,65,896 2009-10   Dy. Commissioner 
                                                      (Appeal)
 
 The Sales Tax Act Sales Tax     1 7,82,958 2007-08 & Add. Commissioner
                                            2008-09   of Commercial Tax 
                                                      Cuttack
 
 The Sales Tax Act Sales Tax      69,12,126 2003-04, 
                                            2008-09   Dy. Commissioner 
                                                      of Tax Kanpur
                                            & 2009-10
 
 Income Tax 
 Act, 1961         Income Tax     55,61,878 2006-07   For Rectification
                                                      with Dy. 
                                                      Commissioner
 
 Customs Act       Customs Duty   41,31,222 2002-03   High Court A.P.
 
 Customs Act       Customs Duty   51,94,647 2006-07   CESTAT Bangalore
 
 Customs Act       Customs Duty    1,20,228 2005-06   CESTAT Bangalore
 
 Customs Act       Customs Duty    2,31,747 2005-06   CESTAT Bangalore
 
 Customs Act       Customs Duty   17,06,061 2004-05   CESTAT Bangalore
 
 Customs Act       Customs 
                   Duty         1,14,04,956 2004-05   Dy. Comm. of 
                                                      Customs Kakinada
 
 Customs Act       Customs 
                   Duty         2,11,90,804 2001-02   High Court Kerala
 
 x.  The company has no accumulated losses as at March 31, 2011. The
 Company has not incurred cash losses during the year under audit and in
 the 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
 financial institution or bank or debenture/bond holders.
 
 xii.  According to the information and explanations 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.
 
 xiii.  In our opinion, the Company is not a chit fund or a nidhi/mutual
 benefit fund/society. Therefore, the provisions of clause 4 (xiii) of
 the Companies (Auditors'' Report) Order, 2003 are not applicable to the
 Company.
 
 xiv.  In our opinion, 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 (Auditor Report) Order,
 2003 are not applicable to the Company.
 
 xv.  According to the information and explanations given to us, and the
 representations made by the management, we are of the opinion that the
 terms and condition of the guarantee given to banks for and on behalf
 of loan taken by subsidiaries are not prejudicial to the interest of
 the Company. There is no Corporate Guarantee outstanding as at the year
 end.
 
 xvi.  In our opinion and according to the information and explanations
 given to us, the Company has not raised any term loan during the year.
 
 xvii. According to the information and explanations given to us and on
 an overall examination of the Financial Statements of the Company, we
 report that funds raised on short term basis have not been utilised for
 long term purposes.
 
 xviii. According to the information and explanations given to us, the
 Company has not made preferential allotment of shares to parties or
 companies covered in the register maintained under Section 301 of the
 Act.
 
 xix.  According to the information and explanations given to us, during
 the period covered by our audit report, the Company has not issued any
 debentures.
 
 xx.  The Company has not raised money by public issues during the year.
 
 xxi.  During the course of our examination of the books of account and
 records of the Company, carried out in accordance with the generally
 accepted auditing practices in India and according to the information
 and explanations given to us, we have not 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 ASHOK KHASCIWALA & CO.,
 
                                               CHARTERED ACCOUNTANTS.
 
                                                (Firm Reg. No. 0743C)
 
                                                  CA Ashok Khasgiwala
 
 Place: Mumbai                                                Partner
 
 Date : August 27, 2011                          Membership No. 70288