1.  We have audited the attached Balance Sheet of SUNIL HITECH
 ENGINEERS LIMITED (the Company) as at 31st March, 2011, the Profit
 and Loss Account and also the Cash Flow Statement of the Company 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 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.  The financial statements of the Company for the year ended 31st
 March, 2010 were audited by other independent auditors, vide audit
 report dated 30th May, 2010. We have relied upon the balances of the
 assets and liabilities as at 31st March, 2010 being the opening
 balances as at 1st April, 2010 for the purposes of the financial
 statements for the year ended 31st March, 2011.
 
 4.  As required by the Companies (Auditors'' Report) Order, 2003, as
 amended by the Companies (Auditors'' Report) (Amendment) Order, 2004
 (together the ''Order''), issued by the Central Government of India in
 terms of Section 227 (4A) 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.
 
 5.  Further to our comments in the Annexure referred to 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 locations not visited by us;
 
 c) The Balance Sheet, Profit and 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 and Loss Account and Cash
 Flow Statement dealt with by this report comply 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 Section 274(1)(g)
 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
 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 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.
 
 Annexure to the Auditor''s Report
 
 (Referred to in the paragraph 4 of our report of even date to the
 Members of SUNIL HITECH ENGINEERS LIMITED on the accounts for the year
 ended 31st March, 2011)
 
 1.  In respect of its fixed assets:
 
 a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets except
 location wise details of some of the movable assets shifted /
 transferred amongst various sites.
 
 b) As explained to us, the fixed assets have been physically verified
 by the management during the year as per the phased programme which, in
 our opinion, is reasonable having regard to the size of the Company and
 the nature of its assets. We are informed that there were no material
 discrepancies noticed on such verification.
 
 c) In our opinion, the Company has not disposed of substantial part of
 fixed assets during the year and going concern status of the Company is
 not affected.
 
 2.  In respect of inventories:
 
 a) As explained to us, the inventories were physically verified by the
 management at reasonable intervals during the year.
 
 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) In our opinion and according to the information and explanations
 given to us, the Company has maintained proper records of its
 inventories and the discrepancies noticed on such physical verification
 between physical stock and book records were not material and have been
 adequately dealt with in the books of account.
 
 3.  In our opinion and according to the information and explanations
 given to us, the Company has granted unsecured loans to three companies
 covered in the register maintained under Section 301 of the Companies
 Act, 1956.  Total amount outstanding at the year end is Rs. 600.92 Lacs
 and maximum amount outstanding during the year is Rs. 700.93 Lacs. In
 our opinion the rate of interest, wherever charged, and the other terms
 and conditions of such loans are prima facie not prejudicial to the
 interest of the Company.
 
 The loans granted are re-payable on demand. The parties have repaid the
 principal amount on demand and have also been regular in the payment of
 interest to the Company,
 
 The Company has not granted any loan, secured or unsecured, to the
 firms or parties covered in the register maintained under section 301
 of the Companies Act, 1956.
 
 The Company has not taken any loan from companies, firms or other
 parties covered in the register maintained under Section 301 of the
 Companies Act, 1956, hence the provision of clause 4(iii)(e),4(iii)(f)
 and 4(iii)(g) of the Order are not applicable to the Company.
 
 4.  In our opinion and according to the information and explanations
 given to us, there exist an adequate internal control system
 commensurate with the size of the Company and 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
 controls.
 
 5.  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 Companies Act, 1956 have been entered in the
 register required to be maintained under that section and such
 transactions exceeding Rs. 5 Lacs in respect of each party have been
 made at prices which are prima facie, reasonable having regard to the
 prevailing market prices at the relevant time where such prices are
 available.
 
 6.  The Company has not accepted any deposit from public. No order has
 been passed by Company Law Board or National Company Law Tribunal or
 Reserve Bank of India or any Court or any other Tribunal.
 
 7.  In our opinion and according to the information and explanations
 given to us, the Company has an internal audit system commensurate with
 the size and nature of its business.
 
 8.  To the best of our knowledge and as explained to us, the Central
 Government has not prescribed the maintenance of the cost records under
 Section 209(1) (d) of the Companies Act, 1956.
 
 9.  According to the information and explanations given to us in
 respect of statutory and other dues:
 
 a) The Company has generally been 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, Custom Duty, Excise Duty, Cess and other
 material statutory dues with the appropriate authorities during the
 year except in some cases there has been delays.
 
 b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of Income Tax, Wealth Tax,
 Service Tax, Customs Duty, Excise Duty, Cess and other material
 statutory dues were in arrears, as at 31st March, 2011 for a period of
 more than six months from the date they became payable.
 
 c) On the basis of our examination of the documents and records of the
 Company and the information and explanations given to us, there are no
 dues of Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty
 and Cess which have not been deposited on account of a dispute, except
 as enumerated herein below which are pending before respective
 authorities as mentioned there against:
 
 Name of the  Nature of the     Amount*  Period to which  Forum where
 statute      Dues             (Rs. in 
                                 Lacs )  amounts relate   dispute is 
                                                          Pending
                                         (Assessment 
                                         Year)
 
 Finance Act, Service Tax 
              (Basic)            47.02   2005-06 & 
                                         2006-07          Custom, Excise,
 1944 & 
 Central                                                  Service Tax
 
 Excise & 
 Customs,     Service Tax 
             (Penalty u/s 78)    63.28                    Appellate
                                                          Tribunal
 Service 
 Tax Cell
 
              Service Tax 
              (Basic)            25.11   2006-07          Custom, Excise,
              Service Tax 
             (Penalty u/s 78)    25.11                    Service Tax
                                                          Appellate
                                                          Tribunal
 
 10.  The Company does not have any accumulated losses as at the end of
 the financial year. The Company has not incurred cash losses during the
 current and the immediately preceding financial year.
 
 11.  Based on our audit procedures, information and explanations given
 to us, in our opinion the Company has not defaulted in repayment of
 dues to financial institutions and banks. The Company does not have any
 outstanding debentures during the year.
 
 12.  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.
 
 13.  In our opinion and according to the information and explanations
 given to us, the Company is not a chit fund/ nidhi/mutual benefit
 fund/society.
 
 14.  According to the information and explanations given to us, the
 Company is not dealing or trading in shares, securities, debentures and
 other investments.
 
 15.  According to the information and explanations given to us, the
 terms and conditions on which the Company has given guarantees for
 loans taken by others from a banks or financial institutions are prima
 facie not prejudicial to the interest of the Company.
 
 16.  In our opinion and according to the information and explanations
 given to us, the term loans have been applied for the purpose for which
 they were raised.
 
 17.  According to the cash flow statement and other records examined by
 us and on the basis of the information and explanations given to us, on
 an overall basis, funds raised on short term basis have, prima facie,
 not been used during the year for long term investment.
 
 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 Companies Act, 1956, during the year.
 
 19.  According to the information and explanations given to us, the
 Company has neither outstanding debentures at the beginning of the year
 nor has issued any debentures during the year.
 
 20.  The Company has not raised any money by public issue during the
 year.
 
 21.  To the best of our knowledge and belief and according to the
 information and explanations given to us, no fraud on or by the Company
 has been noticed or reported during the course of our audit.
 
                                       For Kapoor & Parekh Associates
 
                                                Chartered Accountants
 
                                                   [ICAI FRN 104803W]
 
 
                                                          N.M. Parekh
 
                                                              Partner
 
 Nagpur, 30th August, 2011                       Membership No. 33528