We have audited the attached Balance Sheet of VALECHA ENGINEERING
 LIMITED, as at 31st March, 2012, the Statement of Profit and Loss and
 also Cash Flow Statement for 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.
 
 1.  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.
 
 2.  As required by the Companies (Audit 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 hereto a
 statement on the matters specified in paragraphs 4 and 5 of the said
 Order.
 
 3.  Further to our comments in the Annexure referred to in paragraph 2
 above, we report that:
 
 (i) 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;
 
 (ii) 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, proper information/explanations and records adequate for
 the purposes of our audit have been received from the Project Sites not
 visited by us.
 
 (iii) The Balance Sheet, Statement of Profit and Loss and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account.
 
 (iv) In our opinion, the Balance Sheet, Statement of Profit and Loss
 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 Companies Act, 1956;
 
 (v) In our opinion and based on information and explanations given to
 us, none of the Director is disqualified as on 31st March, 2012 from
 being appointed as Director in terms of clause (g) of sub-section (1)
 of section 274 of the Companies Act, 1956;
 
 (vi) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts 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;
 
 (a) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2012;
 
 (b) in the case of Statement of Profit and Loss, of the Profit for the
 year ended on that date; and
 
 (c) 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
 
 ANNEXURE REFERRED TO IN ITEM NO. 2 OF THE REPORT OF THE AUDITOR TO THE
 MEMBERS OF VALECHA ENGINEERING LIMITED ON THE ACCOUNTS FOR THE YEAR
 ENDED 31st MARCH, 2012.
 
 We report that:
 
 1.  (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of its fixed
 assets.
 
 (b) All the assets were physically verified by the Management in a
 phased periodic manner during the year, which in our opinion is
 reasonable having regards to the size of the company and the nature of
 its assets. No material discrepancies were noticed on such
 verification.
 
 (c) In our opinion, 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) The inventory has been physically verified during the year by
 the management. In our opinion, the frequency of verification is
 reasonable.
 
 (b) The procedure 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 is maintaining proper records of inventory. No material
 discrepancies have been noticed on physical verification of stocks as
 compared to book records.
 
 3.  (a) The Company has not taken loan from companies covered in the
 register maintained under section 301 of the Companies Act, 1956. There
 are ten companies covered in the register maintained under section 301
 of the Companies Act, 1956 to whom the company has granted loans. The
 maximum amount involved during the year was Rs.  16,697.81 lacs and the
 year-end balance of loans granted to such parties was Rs. 16,697.81 lacs.
 
 (b) In our opinion, the rate of interest and other terms and conditions
 on which loans have been granted to companies listed in the register
 maintained under section 301 of the Companies Act, 1956 are not, prima
 facie, prejudicial to the interest of the company.
 
 (c) The parties have been regular in the payment of principal and
 interest as per stipulation, if any.
 
 (d) There is no overdue amount of loans granted to companies listed in
 the register maintained under section 301 of the Companies Act, 1956.
 
 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 and Fixed Assets and
 also 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 control systems.
 
 5.  (a) According to the information and explanations given to us, we
 are of the opinion that the transactions that need to be entered into
 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, the transactions made in pursuance of contracts or
 arrangements entered in the register maintained under section 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 prevailing market prices at the relevant
 time.
 
 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 of the Companies Act, 1956 and the Companies (Acceptance
 of Deposits) Rules, 1975 with regard to the deposits accepted from the
 public, no order has been passed by the Company Law Board or National
 Company Law Tribunal or Reserve Bank of India or any other Tribunal on
 the Company in respect of the above said Deposits.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 8.  The Central Government has not prescribed the maintenance of cost
 records under Section 209(1 )(d) of the Companies Act, 1956 for the
 products of the Company.
 
 9.  (a) According to the records of the Company, undisputed statutory
 dues including Provident Fund, Investor Education and Protection Fund,
 Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise
 Duty, Cess and any other material statutory dues, to the extent
 applicable, have been generally regularly deposited with the
 appropriate authorities. According to the information and explanation
 given to us, no undisputed amounts payable in respect of the aforesaid
 dues were outstanding as at March 31, 2012 for a period of more than
 six months from the date they became payable.
 
 (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,
 Wealth Tax, Sales Tax, Custom Duty, Service Tax and Cess which have not
 been deposited on account of any dispute.
 
 10.  The Company has no accumulated losses as at 31 st March 2012 and
 it has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 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 institutions and Banks.
 
 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.
 
 13.  The provisions of any special statute applicable to chit
 fund/nidhi/mutual benefit fund/societies are not applicable to the
 Company.
 
 14.  In our opinion, the company is not dealing in or trading in
 shares, securities, debentures and other investments.  Accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order
 2003 are not applicable to the Company.
 
 15.  According to the information and explanations given to us, the
 Company has given the corporate guarantee for loans taken by its
 ultimate subsidiaries from the banks, the terms and conditions whereof
 in our opinion are not prima facie prejudicial to the interest of the
 Company.
 
 16.  In our opinion, the term loans have been applied for the purpose
 for which they were raised.
 
 17.  According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we report
 that no funds raised on short-term basis have been used for long-term
 investment.
 
 18.  According to the information and explanation given to us, during
 the year the company has not made preferential allotment of shares to
 parties and companies covered in the register maintained under section
 301 of the Act.
 
 19.  According to the information and explanations given to us, during
 the period the Company has not issued any Debentures.
 
 20.  The Company has not raised any money by public issues during the
 year.
 
 21.  On the basis of our examination 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 D. M. JANI & CO.
 
                                                   FRN : 104047W
 
                                           Chartered Accountants
 
                                                   DILIP M. JANI
 
                                                      Proprietor
 
                                            Membership No. 17259
 
 Place: Mumbai
 
 Date : 30th May, 2012