1.  We have audited the attached Balance Sheet of Shiv-Vani Oil & Gas
 Exploration Services Ltd. at 31st March, 2011, the Profit and Loss
 Accounts and also the Cash Flow Statement for the year ended on that
 date annexed thereto. These financial statements are the responsibility
 of the company 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 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 (Auditor Report) Order, 2003 (the
 order) issued by central Government of India in terms of Sub-Section
 (4A) of Section 227 of the Companies Act, 1956 (the Act), 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 above, we
 report that:
 
 a) We have obtained all the information and explanation, 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;
 
 c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt by this report are in agreement with the books of account;
 
 d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt with by this report are 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 31st March, 2011 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
 Sub-Section (1) of Section 274 of the Companies Act, 1956;
 
 f) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read together with the
 significant Accounting policies and other notes thereon 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 principals accepted in India:
 
 i.  in the case of the Balance sheet, of the state of affairs of the
 Company as at 31st March, 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 THE AUDITORS REPORT 31ST MARCH 2011 ANNEXURE REFERRED TO IN
 PARAGRAPH ABOVE 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 on the
 basis of available information.
 
 b) As explained to us, all the fixed assets have been physically
 verified by the management in a phased periodical manner, which in our
 opinion is reasonable, having regard to the size of the company and
 nature of its assets, no material discrepancies were noticed on such
 physical verification.
 
 c) In our opinion the company has not disposed of a substantial part of
 its fixed assets during the year and therefore, the going concern
 status of the Company is not affected.
 
 II.  In respect of its inventories:
 
 a) As explained to us, the inventory of store & Spare parts, except
 goods in transit, lying at different sites, have been physically
 verified by the management at reasonable intervals during the year. In
 our opinion, the frequency of such verification is reasonable having
 regard to the company and the nature of the company and the nature of
 its business.
 
 b) In our opinion and according to the information and explanations
 given to us, 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 has maintained proper records of inventory. as explained
 to us, there were no material discrepancies noticed on physical
 verification of inventory as compared to the book records
 
 III.  In respect of the loans, secured or unsecured, granted or taken
 by the company to/from companies, firm or other parties in the register
 maintained under Section 301 of the Companies Act, 1956;
 
 a) The Company has given interest bearings loan to corporate/interest
 free to its subsidiaries. In respect of the said loans, the maximum
 amount outstanding at any time during the year is Rs. 5,052.20 millions.
 
 b) In our opinion and according to the information and explanations
 given to us, the terms and conditions of interest free loans are not
 prima facie prejudicial to interest of the company.
 
 c) The said interest free loan given to a wholly owned subsidiary of
 the Company are repayable on demand and there is no repayment schedule.
 
 d) In respect of the loan given by the Company to the corporate, the
 same is repayable on demand the question of overdue amount does not
 arise.
 
 e) The Company has taken new loans during the year.
 
 IV.  In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business for the
 purchase of inventory and fixed assets and also for the sale of goods
 and services. During the course of our audit, we have not observed and
 continuing failure to correct major weaknesses in internal control
 systems.
 
 V.  In respect of the contracts or arrangements referred to Section 301
 of the Companies Act, 1956:
 
 a) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements, that needed to be entered in 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, there are certain transactions in pursuance of contracts
 or arrangements entered in the register maintained under Section 301 of
 the Companies Act,1956 aggregating during the year to Rs.500,000/-
 (Rupees Five Lakhs only) or more in respect of any party in the said
 financial year. The prices at which these have been made reasonable
 having to the prevailing prices at that time.
 
 VI.  According to the information and explanations given to us, the
 Company has not accepted any deposits from the public. Therefore the
 provision of Clause (vi) of the Companies (Auditors Report) Order, 2003
 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. Maintenance of cost records has not been prescribed by central
 government under Section 209(1)(d) of the Companies Act, 1956.
 
 IX.  In respect of statutory dues:
 
 a) According to the information and explanation given to us and the
 records of the Company examined by us, in our opinion, subject to Note
 no. 11 of Notes to Accounts (Schedule G), the Company has been
 generally regular in depositing the undisputed statutory dues including
 provident fund, tax deducted at source, Investor Education and
 Protection fund, Employee''s state insurance, Income Tax, sales tax/Vat,
 service tax, custom duty, excise duty, cess and other material
 statutory dues as applicable with the appropriate authorities.
 
 b) Following are the details of disputed statutory due that have not
 Paid to the concerned authorities.
 
 Name of the      Nature of     Amount   Period to which   Forum where
 Statute pending    Dues         (Rs.)     the amount
                                          relates           dispute
                                                           is pending
 
 Service Tax      Demand    549,531,062    2007-08         Service Tax
                                                           Appellate 
                                                           Tribunal
 
 Central Excise   Penal 
                  Proceeding  1,250,000    2007-08         High Court
                                                           & Custom
 
 X.  The Company does not have accumulated losses at the end of the
 financial year. The Company has not incurred cash losses during the
 financial year covered of dues to financial year.
 
 XI.  Based on our audit procedures and according to the information and
 explanations given to us, we are of the opinion that the company has
 not defaulted in repayment of dues to financial institutions, Bank or
 debenture holders.
 
 XII.  In our opinion and according to the explanations given to us and
 based on the information available, no loans and advances have been
 granted by the company 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 (xiii) of
 the Companies (Auditor Report) Order,2003 are not applicable to the
 Company
 
 XIV.  The Company is not dealing or trading in shares, securities,
 debentures and other investments as such the provision of the clause
 are not applicable to the Company.
 
 XV.  According to the information and explanation given to us, the
 company has given counter guarantee against the guarantees issued by
 the company''s bankers.
 
 XVI.  As per information and explanation given to us, term loans raised
 during the year by the company have been applied for the purpose for
 which said loans were raised.
 
 XVII. According to the information and explanations given to us and as
 per books and records examined by us, as on the date of balance sheet
 ,no funds raised on short-term basis used for long term investment.
 Similarly, no funds raised on long-term basis have been used for
 short-term investment.
 
 XVIII. The Company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained under section
 301 of the companies Act 1956. According to the information and
 explanation given to us and as per the books and records examined by
 us, the price at which shares have been issued is not prejudicial to
 the interest of the company.
 
 XIX.  The Company had issued Optional Convertible debentures for Rs.
 2,500 Millions during the year and created 1st pari passu charge of
 Assets.(Refer note no B (a) of notes to Accounts ).
 
 XX.  The company has not raised any monies by way of public issues
 during the year.
 
 XXI.  According to the information and explanation given to us, and on
 the basis of our examination of the books and records of the company
 carried out in accordance with the generally accepted auditing
 practices in India. We have not come across any such instance of fraud
 on or by the company have been noticed or reported during the course of
 our audit.
 
                                For Vijay Prakash Gupta & Associates
 
                                               Chartered Accountants
 
                                        Firm Registration No: 05577N
 
                                                      Vikas Varshney
 New Delhi                                                   Partner
 
 August 31, 2011                               Membership No: 510929