1.  We have audited the attached Balance Sheet of Simplex
 Infrastructures Limited (the Company”) as at 31st March 2011, and the
 related Profit and Loss Account and Cash Flow Statement for the year
 ended on that date annexed thereto, which we have signed under
 reference to this report.  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. Tose 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 (Auditor''s Report) Order, 2003, as
 amended by the Companies (Auditor''s Report) (Amendment) Order, 2004
 (together the Order”) issued by the Central Government of India in
 terms of sub-section (4A) of Section 227 of ‘the Companies Act, 1956''
 of India (the ‘Act'') and on the basis of such checks of the books and
 records of the Company as we considered appropriate and according to
 the information and explanations given to us, we further report that:
 
 3.1 (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation, of fixed
 assets.
 
 (b) The fixed assets are physically verified by the Management according
 to a phased programme designed to cover all the items over a period of
 three years which, in our opinion, is reasonable having regard to the
 size of the Company and the nature of its assets. Pursuant to the
 programme, a portion of the fixed assets has been physically verified by
 the Management during the year and no material discrepancies between
 the book records and the physical inventory have been noticed.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed of
 by the Company during the year.
 
 3.2 (a) The inventory other than work-in-progress
 
 [comprising site development costs etc. as indicated in Note 1(g) on
 Schedule 19 to Accounts], stocks with third parties and material in
 transit has been physically verified by the Management during the year.
 In respect of inventory lying with third parties, these have
 substantially been confirmed by them. In our opinion, the frequency of
 verifcation is reasonable.
 
 (b) In our opinion, the procedures of physical verifcation 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) On the basis of our examination of the inventory records, in our
 opinion, the Company has maintained proper records of materials at
 sites, materials in transit and stores. As regards work- in-progress,
 as explained by the Management, it is not practicable to maintain
 cumulative quantitative records, since it comprises site development
 cost etc. as indicated in Note 1(g) on Schedule 19 to Accounts. The
 discrepancies noticed on physical verifcation of inventory as compared
 to book records were not material.
 
 3.3 (a) 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 Act.
 
 (b) 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 Act.
 
 3.4 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, fixed assets and for the sale of goods and
 services. Further, on the basis of our examination of the books and
 records of the Company, and according to the information and
 explanations given to us, we have neither come across nor have been
 informed of any continuing failure to correct major weaknesses in the
 aforesaid internal control system.
 
 3.5 (a) In our opinion and according to the information and
 explanations given to us, the particulars of contracts or arrangements
 referred to in Section 301 of the Act have been entered in the register
 required to be maintained under that section.
 
 (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 Rupees Five Lakhs in respect of
 any party during the year, have been made at prices which are
 reasonable having regard to the prevailing market prices at the
 relevant time.
 
 3.6 In our opinion and according to the information and explanations
 given to us, the Company has complied with the provisions of Sections
 58A and 58AA or any other relevant provisions of the Act and the
 Companies (Acceptance of Deposits) Rules, 1975 with regard to the
 deposits accepted from the public.  According to the information and
 explanations given to us, no Order has been passed by the Company Law
 Board or National Company Law Tribunal or Reserve Bank of India or any
 Court or any other Tribunal on the Company in respect of the aforesaid
 deposits.
 
 3.7 In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 3.8 The Central Government of India has not prescribed the maintenance
 of cost records under clause (d) of sub-section (1) of Section 209 of
 the Act for any of the products of the Company.
 
 3.9 (a) According to the information and explanations given to us and
 the records of the Company examined by us, in our opinion, the Company
 has generally been regular in depositing during the year, the
 undisputed statutory dues including provident fund, investor education
 and protection fund, income-tax, sales-tax, wealth tax, service tax,
 customs duty, excise duty, cess and other material statutory dues as
 applicable with the appropriate authorities. 
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, the particulars of dues of
 income- tax, sales-tax, wealth-tax, service-tax, customs duty, excise
 duty and cess, as applicable, as at 31st March 2011, which have not
 been deposited on account of a dispute, are as follows:
 
 Name of the 
 statute         Nature 
                 of dues     Amount     Period to      Forum where the
                            (Rupees in  which the      dispute is pending 
                            Tousand)    amount relates
 
 Andhra Pradesh 
 General         Demand 
                 against 
                 turnover        406           1996-97  High Court,
 Sales Tax 
 Act, 1957       tax 
                 challenged                             Hyderabad
 
 Andhra Pradesh 
 General         Demand 
                 against 
                 turnover        287        1997-98 to  Andhra Pradesh 
                                                        Sales
 Sales Tax 
 Act, 1957       tax 
                 challenged                  1999-2000  Tax Appellate
                                                        Tribunal
 
 Andhra Pradesh 
 General         Demand 
                 against         771           2003-04  Andhra Pradesh 
                                                        Sales
 Sales Tax 
 Act, 1957       Interstate
                 purchase                               Tax Appellate 
                                                        Tribunal,
                                                        Visakapattanam
 
 Goa Sales 
 Tax Act, 1964   Disallowance 
                 of tax paid   6,436           2004-05  Appellate 
                                                        Tribunal in
                 on 
                 interstate 
                 purchases                              Goa
 
 Central Sales 
 Tax Act, 1956   Penalty under 
                 Section 10A     712           2003-04  Assistant 
                                                        Commissioner
                                                        of Commercial 
                                                        Taxes
                                                        (Margoa, Goa)
 
 Orissa Sales 
 Tax Act, 1947   WCT 
                 disallowance 
                 of                52          2002-03  Appellate 
                                                        Tribunal,
 [For Angul]     labour 
                 component                              Cuttack
 
 Orissa Sales 
 Tax Act, 1947   Disallowance
                 on machinery     584          2001-02  Appellate 
                                                        Tribunal,
 [For Paradeep]  hire charges      -              -     Cuttack
 
 Orissa Sales 
 Tax Act, 1947   Levy of tax 
                 on free 
                 issue            258         1985-86,
                                              1988-     Appellate 
                                                        Tribunal,
 [For
 Sambalpur]      of 
                 materials                       89 & 
                                              1989-90   Cuttack
 
 Uttar 
 Pradesh Trade   Sales Tax        614         2003-04   Joint 
                                                        Commissioner
 Tax Act, 1948                                          Appeal
 
 Uttar 
 Pradesh Trade   Sales Tax      5,639         2006-07   Deputy 
                                                        Commissioner
 Tax Act, 1948                                          Ghaziabad
 
 Uttar 
 Pradesh Trade   Sales Tax      3,332         2006-07   Additional 
                                                        Commissioner
 Tax Act, 1948                                          Gorakhpur
 
 Uttar 
 Pradesh Trade   Sales Tax      4,455         2007-08   Deputy 
                                                        Commissioner
 Tax Act, 1948                                          Ghaziabad
 
 Finance 
 Act, 1994-      Service Tax  952,418      1.3.2005 to  High Court
                                                        at Calcutta
 Service Tax                               30.9.2008
 
 Finance 
 Act, 1994-       Service 
                  Tax on       46,012      10.9.2004 to  High Court at
                                                         Calcutta
 Service Tax      construction 
                  of port                  15.6.2005
 
 Finance Act, 
 1994-Service 
 Tax              Service Tax  158,441         2003-04,
                                                 2005-    High Court at 
                                                          Delhi
                                                 06, 
                                               2006-07
                                                and 
                                               2008-09
 
 Finance Act, 
 1994-Service 
 Tax              Service Tax   10,429     1.10.2009 to   Reply to 
                                                          Commissionerate
                                           31.3.2010      is pending
 
 Finance Act, 
 1994-Service 
 Tax              Service Tax   24,931    March, 2007 to  Customs, 
                                                          Excise & 
                                                          Service
                                           January, 2008  Tax Appellate 
                                                          Tribunal
 
 Finance Act, 
 1994-Service 
 Tax              Service Tax      457     October, 2007  Commissioner of
                                          to April, 2008  Central Excise
                                                          (Appeals)
 
 3.10 The Company has no accumulated losses as at 31st March 2011 and it
 has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 3.11 According to the records of the Company examined by us and the
 information and explanation given to us, the Company has not defaulted
 in repayment of dues to any financial institution or bank or debenture
 holders as at the balance sheet date.
 
 3.12 The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 3.13 The provisions of any special statute applicable to chit fund /
 nidhi / mutual benefit fund/ societies are not applicable to the
 Company.
 
 3.14 In our opinion, the Company is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 3.15 In our opinion and according to the information and explanations
 given to us, the Company has not given any guarantee for loans taken by
 others from banks or financial institutions during the year.
 
 3.16 In our opinion, and according to the information and explanations
 given to us, on an overall basis, the term loans have been applied for
 the purposes for which they were obtained.
 
 3.17 On the basis of an overall examination of the balance sheet of the
 Company, in our opinion and according to the information and
 explanations given to us, there are no funds raised on a short-term
 basis which have been used for long-term investment.
 
 3.18 The Company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained under Section
 301 of the Act during the year.
 
 3.19 The Company has not issued during the year any secured debenture.
 
 3.20 The Company has not raised any money by public issues during the
 year.
 
 3.21 During the course of our examination of the books 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 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.
 
 4 We draw your attention to the following matters:
 
 a) As indicated in Note 8 on Schedule 19 to the Accounts, year-end
 exchange fluctuation loss of Rs.73,411 thousand pertaining to a foreign
 currency loan has not been provided for which is required under
 
 Accounting Standard 11 The Effects of Changes in Foreign Exchange
 Rates” for reasons given by the management in the said Note. Had this
 item been accounted for, both the Profit for the year and the year- end
 net worth would have been lower by Rs.73,411 thousand.
 
 b) As indicated in Note 9 on Schedule 19 to the Accounts, in view of
 heightened political risk in the country in which one of the
 subsidiaries of the Company operates, substantial erosion of its net
 worth and lack of adequate information, we are unable to comment on the
 extent of diminution, other than temporary, if any, in the carrying
 amount of investment of Rs.38,688 thousand in the said subsidiary in
 keeping with Accounting Standard 13 Accounting for Investments” and
 the extent of eventual recoverability of year-end Sundry Debtors of
 Rs.105,942 thousand and Advances of Rs.38,507 thousand due from the
 said subsidiary (together with its effect on the year''s Profit and the
 year-end net worth).
 
 5.  Further to our comments in paragraph 3 above, we report that:
 
 (a) Except for the indeterminate effects of the matter referred to in
 paragraph 4 (b) above, 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;
 
 (c) The Balance Sheet, the Profit and Loss Account and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (d) In our opinion, except for the effects of the matter referred to in
 paragraph 4 (a) above and indeterminate effects of the matter referred
 to in
 
 paragraph 4 (b) above, the Balance Sheet, the Profit and Loss Account
 and the Cash Flow Statement dealt with by this report comply with the
 accounting standards referred to in sub- section (3C) of Section 211 of
 the Act;
 
 (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, 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 Act;
 
 (f ) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements together
 with the notes thereon and attached thereto give, in the prescribed
 manner, the information required by the Act, and give, except for the
 effects of the matter referred to in paragraph 4 (a) above and the
 indeterminate effects of the matter referred to in paragraph 4 (b)
 above, a true and fair view in conformity with the accounting
 principles generally 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.
 
 For Price Waterhouse
 
 Firm Registration Number: 301112E
 
 Chartered Accountants
 
 P. Law
 
 Partner
 
 Membership Number 51790
 
 Kolkata 
 30th May, 2011