1.  We have audited the attached Balance Sheet of UNITY INFRAPROJECTS
 LIMITED as at March 31, 2011, and the Profit and Loss Account and 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 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
 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,
 issued by the Central Government of India in terms of sub-section (4A)
 of Section 227 of The Companies Act, 1956 of India (hereinafter
 referred to as 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 give in the
 Annexure a statement on the matters specified in paragraphs 4 and 5 of
 the said Order.
 
 4.  We did not audit the financial statement of integrated joint
 ventures reflecting company''s shares in profit of Rs 229.41 Lacs in
 these financial statements. These financial statements have been
 audited by other auditors whose reports have been furnished to us and
 our opinion , in so far as it relates to the amounts included in
 respect of the said audited ventures is based solely on the report of
 the other auditors.
 
 5.  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;
 
 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 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 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 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 the Auditors'' Report
 To, The Members of UNITY INFRAPROJECTS LIMITED,
 
 1.  a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 b) The fixed assets of the Company have been physically verified by the
 management during the year and no material discrepancies between the
 book records and the physical inventory have been noticed. In our
 opinion, the frequency of verification is reasonable.
 
 c) In our opinion and according to the information and explanations
 given to us, the company has not disposed off a substantial part of its
 fixed assets during the year and the going concern status of the
 company is not affected.
 
 2.  a) As per the information and explanations given to us, the
 inventory has been physically verified by the management during the
 year. In our opinion, the frequency of verification is reasonable.
 
 b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification 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 inventory. The
 discrepancies noticed on physical verification of inventory as compared
 to book records were not material.
 
 3.  a) According to the information and explanations given to us, the
 Company has granted unsecured loans, to twelve companies and two person
 covered in the register maintained under Section 301 of the Act. The
 maximum amount involved during the year is Rs.3,42,96.53 Lacs and the
 year-end balance of such loans aggregates to Rs.1,34,48.28 Lacs.
 
 b) According to the information and explanations given to us, the
 Company has taken unsecured loans, from one person covered in the
 register maintained under Section 301 of the Act. The maximum amount
 involved during the year is Rs.155.00 Lacs and the year-end balance of
 such loans aggregates to Rs.140.00 Lacs.
 
 c) In our opinion and according to the information and explanations
 given to us, the rate of interest, wherever applicable and other terms
 and conditions of such loans are not prima facie prejudicial to the
 interest of the Company.
 
 d) The principal amounts are repayable on demand and there is no
 repayment schedule. The interest, wherever applicable, is payable on
 demand.
 
 e) In respect of loans given to companies covered in the register
 maintained, the same are repayable on demand and therefore the question
 of overdue amounts does not arise. In respect of interest, wherever
 applicable, there are no overdue amounts.
 
 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.
 
 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.
 
 6.  According to the information and explanations given to us, the
 Company has not accepted any deposits from the public. Accordingly
 clause (vi) of paragraph 4 of the order is not applicable to the
 Company.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 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. Accordingly, clauses
 (viii) of paragraph 4 of the Order are not applicable to the Company
 for the year.
 
 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
 is generally regular in depositing the undisputed statutory dues
 including provident fund, investor education and protection fund,
 employees'' state insurance, 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, there are no dues of income-tax,
 sales tax, wealth tax, service tax, customs duty, excise duty and cess
 which have not been deposited on account of any dispute.
 
 10. The Company has no accumulated losses at the end of the financial
 year and it has not incurred any cash losses in the financial year
 ended on that date or in the immediately preceding financial year.
 
 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.
 
 12. In our opinion and 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. Accordingly, clause (xiii) of paragraph 4 of the order
 is not applicable to the company.
 
 14. In our opinion and according to the information and explanations
 given to us, the Company is not a dealer or trader in shares,
 securities, debentures and other investments. Accordingly, clauses
 (xiv) of paragraph 4 of the Order are not applicable to the Company for
 the year.
 
 15. In our opinion and according to the information and explanations
 given to us, the term and conditions of the guarantees aggregating to
 Rs.1,000.00 Lacs given by the company for loans taken from other from
 bank during the year, are not prima facie prejudicial to the interest
 of the Company.
 
 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.
 
 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 purpose.
 
 18. According to the information and explanations given to us, 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.
 
 19. The Company has not issued any debentures. Accordingly, clause
 (xix) of Paragraph 4 of the order is not applicable.
 
 20. The Company has not raised any money by public issues during the
 year. The management has disclosed the end use of money during the
 year, out of public raised in the earlier year (Refer note B (20) of
 schedule 14 annexed to and forming part of the financial statement )
 and the same has been verified by us.
 
 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.
 
 
                                               For C.B.Chhajed & Co.  
                                               Chartered Accountants 
                                               Firm Regn No. 101796W
 
                                               C. B. Chhajed
                                               Partner
                                               Membership No. : 9447
 
 Place: Mumbai 
 Dated: May 30, 2011