Sunil Hitech Engineers

1.  We have audited the attached balance sheet of, Sunil Hitech
 Engineers Limited as at 31st March, 2009, the profit and loss account
 and also the Cash flow statements for the period ended on that date
 annexed thereto. These financial statements are the responsibility of
 the Companys 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
 included examining, on a test basis, evidence supporting that amounts
 and disclosures in the financial statements. An audit also included
 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 issued
 by the Central Government of India in terms of sub-section (4 A) of
 section 227 of the Companies Act, 1956 we enclose in the Annexure a
 statement on the matter 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 purpose 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 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
 Standard referred to in sub-section (3C) of section 211 of the
 Companies Act, 1956.
 
 e) On the basis of written representation received from the directors,
 as on 31st March, 2009 and taken on record by the Board of Directors,
 we report that none of the directors is disqualified as on 31st March,
 2009 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 explanation given to us, the said accounts read togetherwith the
 Significant Accounting Policies & 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, 2009
 
 ii.  In the case of the profit and loss account, of the profit/loss for
 the period ended on that date and
 
 iii.  In the case of the cash flow statement, of the cash flows for the
 period ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT
 
 (Referred to in paragraph 3 of our report of even date)
 
 1) a) The Company has maintained proper record showing full particulars
 including quantitative details and situation of fixed asset. All the
 assets have not been physically verified by the management during the
 period ended on 31st March, 2009 but there is phased regular program of
 verification which, in our opinion, is reasonable having regard to the
 size of the Company and the nature of its assets. No material
 discrepancies were noticed on such verification.
 
 b) During the period ended on 31st March, 2009, the Company has not
 disposed off a major part of the fixed assets.
 
 2) a] The inventory has been physically verified during the period by
 the management, in our opinion, the frequency of verification is
 reasonable.
 
 b) In our opinion & according to 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, the discrepancies noticed on verification between the physical
 stocks and the book records were not material.
 
 3) a) According to the information & explanation 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.  Accordingly, Paragraphs (iii) (b), (c)
 & Id) of the order are not applicable.
 
 b] The Company had taken unsecured loans from two parties covered in
 the register maintained under section 301 of the Companies Act, 1956.
 The maximum amount involved during the year was Rs. 411.50 lacs and the
 year end balance of loans taken from such parties was Rs. Nil.
 
 c] In our opinion and according to the information and explanations
 given to us, aforesaid loan was interest free and other terms &
 conditions are not prima facie prejudicial to the interest of the
 Company.
 
 4] In our opinion and according to the information and explanation
 given to us, there are adequate internal control procedures
 commensurate with the size of the Company and the nature of its
 business with regard to purchases of inventory, fixed assets and with
 regard to the sale of goods & services. During the course of our audit,
 we have not observed any continuing failure to correct major weaknesses
 in internal control system.
 
 5) a) According to the information and explanations given to us, we are
 of the opinion that the particulars of the contracts or arrangements
 that need to be entered in the register maintained u/s 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 entered in the register maintained u/s 301 of the
 Companies Act, 1956 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, except that reasonableness could not be ascertained
 where comparable quotations are not available having regard to the
 specialized nature of some of the transactions of the Company.
 
 6) In our opinion and according to the information and explanations
 given to us, the Company has not accepted deposits from the public
 during the year, therefore, provision of the clause of the order are
 not applicable to the Company.
 
 7) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 8] According to the information and explanations given to us, the
 Central Government has not prescribed maintenance of cost records under
 clause (d| of sub- section (1) of Section 209 of the Companies Act,
 1956 for any of the products of the Company.
 
 9) a) According to the information and explanations given to us, the
 Company is generally regular in depositing with appropriate authorities
 undisputed statutory dues including provident fund, investor education
 protection fund, employees state insurance, income tax, sales tax,
 wealth tax, custom duty, excise duty, cess and other material statutory
 dues applicable to it except Service Tax.
 
 b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, Investor
 education protection fund, employees state insurance, income tax,
 wealth tax, sales tax, customs duty, excise duty and cess were in
 arrears, as at 31st March 2009 for a period of more than six months
 from the date they became payable.
 
 c) According to the information and explanation given to us and the
 records of the Company examined by us, there are no dues of income tax,
 customs duty, wealth tax, excise duty and cess which have not been
 deposited on account of any dispute. The particulars of dues of Sales
 Tax, Service Tax & Entry Tax as at 31st March, 2009 which have not been
 deposited on account of a dispute, are as follows:
 
 Name                                  Nature of             Amount
                                       dues             (Rs. in Lacs)
 
 Orissa Entry Tax Act                  Entry Tax              0.37
 
 Orissa Sales Tax Act                  Sales Tax             60.83
 
 Finance Act, 1944 & 
 Central Excise &                      Service Tax           47.02
 Cutoms , Service Tax Cell                (Basic)
 
                                       Service Tax           63.28
                                      (Penalty u/s 78)
 
 
 Period to which      Forum where dispute is
 the amount           pending
 relates
 
 2003-2004            Cuttak High Court. Orissa
 
 2003-2004            Cuttak High Court. Orissa
 
 2005-06 &
 
                      Custom, Excise, Service
 2006-07              Tax Appellate Tribunal
 
 10] In our opinion, there are no accumulated losses of the Company. The
 Company has not incurred cash losses during the period ended on 31st
 March 2009 covered by our audit and in the immediately preceding
 financial period.
 
 11) 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, bank or debenture holders.
 
 12) We are of the opinion that the Company has not granted loans and
 advances on the basis of security by way of pledge of shares,
 debentures and other securities.
 
 13) 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.
 
 14] The Company has maintained proper records of the transactions and
 contracts in respect of dealing or trading in shares, securities,
 debentures and other investments and timely entries have been made
 therein.
 
 15) According to the information and explanations given to us, the
 Company has not given any guarantees for loans taken by others from
 banks or financial institutions during the year.
 
 16) In our opinion, term loans have been applied for the purpose for
 which they were raised except in case of UCO Bank amounting to Rs.31.94
 Lacs and HDFC Bank amounting to Rs. 160.00 lacs.
 
 17) According to the information and explanations given to us and on
 overall examination of the balance sheet of the Company, we report that
 the no funds raised on short-term basis have been used for long-term
 investment.
 
 18) According to the information and explanations given to us, the
 Company has not been made preferential allotment of shares to parties
 and companies covered in the register maintained under section 301 of
 the Act during the year.
 
 19) According to the information and explanations given to us, during
 the period covered by our audit report, the Company has not issued any
 debentures hence no need to create any security.
 
 20) We have verified the end use of money raised by qualified
 institutional placements as disclosed in the Note no.. 28 of the
 Schedule I Notes to Accounts.
 
 21) 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 G.G.RANDAD & CO.
                                           Chartered Accountants
 
                                           G.G. RANDAD
                                           Partner
                                           Membership No. 31266
 Place : Nagpur
 Dated : 30th June, 2009