Auditor Report of Cvil Infra Ltd.

Mar 31, 2011

We have audited the attached Balance Sheet of Cvil Infra Limited as at March 31, 2011 and annexed Profit and Loss Account of the Company for the year ended on that date. 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.

We conducted audit in accordance with auditing standards generally accepted on India. Those standards require that we plan and perform the audit to obtain reasonable assurance about weather 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 principal 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.

We report that:

1. As required by the Companies (Auditor's Report) Order, 2003 (as amended by companies (Auditor's Report) (Amendment) Order, 2004) 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 paragraph 4A and 4B of the said Order.

2. Further to our comments in the annexure referred to in paragraph (I) above:

a). We have obtained all the information and explanations that 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 the books of account.

c). The Balance Sheet and the Profit and Loss account dealt with by this report are in agreement with the books of account.

d). In our opinion, the Balance Sheet and the Profit and Loss account comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956, to the extent applicable.

e). In our opinion and as per the information furnished to us no Director is disqualified from being appointed as a Director under section 274 (1) (g) 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 along with the notes annexed hereto, give the information required by the Companies Act, 1956, in the manner so required; and give a true and fair view:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010; and

ii) In the case of Profit and Loss Account, of the Loss of the company, for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

The Annexure referred to in paragraph 1 of the Auditors' Report to the Members of CVIL INFRA LIMITED (the Company) for the year ended March 31, 2011 we report under Section 227 (4A) that:

i. According to the information and explanation given to us the company has disposed off all part of the fixed assets during the year.

ii. According to the information and explanation given to us the company has not own any inventory

iii. a) The company has taken loan in the form of unsecured loan from its directors & associate companies covered in the register maintained under section 301of the companies Act,1956.

b) In our opinion the rate of interest & other terms & conditions on which loans have been taken from the directors & other parties are not prima facie, prejudicial to the interest of the company but the interest has not been provided during the financial year

c) The company is regular in repaying the principle amount as stipulated & has been regular in the payment of interest. There are no loans given by the company. No amount of either principle or interest was due for payment during the year.

d) There is no overdue amount of loans taken from or granted to companies, firms or other parties listed in the register maintained under section 301 of the companies act,1956.

iv There is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

v a) According to the information & 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 has been so entered.

b) In our opinion & according to the information & explanations given to us, the transactions made in pursuance of contracts or arrangements entered register maintained under section 301 companies act,1956.

vi The company has not accepted deposits from the public whether the directives issued by the Reserve Bank of India and the provisions of section 58A and 58AA of the Act and the rules framed there under where applicable have been complied with.

vii Company has internal audit system commensurate with its size and nature of its business.

viii Maintenance of cost records has not been prescribed by the central government under clause (d) of sub- section (1) of section 209 of the Act.

ix a) The company is regular in depositing undisputed statutory dues including provident fund, investor education and protection fund employee's state insurance, Income-Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities and if not, the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a year of more than six months from the date they became payable, shall be indicated by the auditor.

b) No dues of Sales Tax/ Income Tax/ Custom Tax/ Wealth Tax/ Excise Duty/Cess have in dispute except Rs. 4.69 lacs payable in respect of Income Tax was in arrears as at 31.03.2011 for a period of more than six month from the date they become payable.

c) According to the information & expiation given to us there are no dues of sales tax, Wealth Tax, Custom Duty, Excise Duty and cess , which has not been deposited on account of any dues.

x Its accumulated losses at the end of the financial year are less than fifty per cent of its net worth and whether it has incurred losses in such financial year and in the financial year immediately preceding such financial year also;

xi The company is defaulted in repayment of dues to a financial institution or bank or debenture holders.

xii The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii The provisions of any special statute applicable to chit fund have been duly complied with.

xiv The company is not dealing or trading in shares, securities, debentures and other investment.

xv The company has given guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are not prejudicial to the interest of the company

xvi No term loans has been obtained;

xvii The funds raised on short-terms basis have not been used for long term investment and vice versa.

Xviii The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301of the Act

xix Debenture have not been issued by the company.

xx No Public Issue has been made.

xxi No fraud on or by the company has been noticed or reported during the year.

For TIWARI & ASSOCIATES

Chartered Accountants

Place : Delhi G. K. MISHRA

Date : 01-09-2011 (Partner)

M.NO. 092144

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Mar 31, 2010

We have audited the attached Balance Sheet of Cvil Infra Limited as at March 31, 2010 and annexed Profit and Loss Account of the Company for the year ended on that date. 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.

We conducted audit in accordance with auditing standards generally accepted on 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 principal 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.

We report that:

1. As required by the Companies (Auditor's Report) Order, 2003 (as amended by companies (Auditor's Report) (Amendment) Order, 2004) 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 paragraph 4A and 4B of the said Order.

2. Further to our comments in the annexure referred to in paragraph (I) above:

a). We have obtained all the information and explanations that 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 s far as appears from our examination of the books of account.

c). The Balance Sheet and the Profit and Loss account dealt with by this report are in agreement with the books of account.

d). In our opinion, the Balance Sheet and the Profit and Loss account comply with the accounting standards referred to in sub- section (3C) of Section 211 of the Companies Act, 1956, to the extent applicable.

e). In our opinion and as per the information furnished to us no Director is disqualified from being appointed as a Director under section 274 (1) (g) 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 along with the notes annexed hereto, give the information required by the Companies Act, 1956, in the manner so required; and give a true and fair view:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010; and

(ii) In the case of Profit and Loss Account, of the Loss of the company, for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

The Annexure referred to in paragraph 1 of the Auditors' Report to the Members of CVIL INFRA LIMITED (the Company) for the year ended March 31, 2010 we report under Section 227 (4A) that:

i. According to the information and explanation given to us the company has disposed off all part of the fixed assets during the year.

ii. a) Physical verification of inventory has been conducted at reasonable intervals by the management.

b) The procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business. The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

iii. a) The company has taken loan in the form of unsecured loan from its directors & associate companies covered in the register maintained under section 301of the companies Act,1956.

b) In our opinion the rate of interest & other terms & conditions on which loans have been taken from the directors & other parties are not prima facie, prejudicial to the interest of the company but the interest has not been provided during the financial year.

c) The company is regular in repaying the principle amount as stipulated & has been regular in the payment of interest. There are no loans given by the company. No amount of either principle or interest was due for payment during the year.

d) There is no overdue amount of loans taken from or granted to companies, firms or other parties listed in the register maintained under section 301 of the companies act,1956.

iv. There is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

v. a) According to the information & 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 has been so entered.

b) In our opinion & according to the information & explanations given to us, the transactions made in pursuance of contracts or arrangements entered register maintained under section 301 companies act,1956. vi. The company has not accepted deposits from the public whether the directives issued by the Reserve Bank of India and the provisions of section 58A and 58AA of the Act and the rules framed there under where applicable have been complied with. vii. Company has internal audit system commensurate with its size and nature of its business. viii. Maintenance of cost records has not been prescribed by the central government under clause (d) of sub-section (1) of section 209 of the Act.

ix. a) The company is regular in depositing undisputed statutory dues including provident fund, investor education and protection fund employee's state insurance, Income-Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities and if not, the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a year of more than six months from the date they became payable, shall be indicated by the auditor.

b) No dues of Sales Tax/ Income Tax/ Custom Tax/ Wealth Tax/ Excise Duty/Cess have in dispute except Rs. 4.69 lacs payable in respect of Income Tax was in arrears as at 31.03.2010 for a period of more than six month from the date they become payable.

c) According to the information & expiation given to us there are no dues of sales tax, Wealth Tax, Custom Duty, Excise Duty and cess , which has not been deposited on account of any dues.

x Its accumulated losses at the end of the financial year are less than fifty per cent of its net worth and whether it has incurred losses in such financial year and in the financial year immediately preceding such financial year also;

xi The company is defaulted in repayment of dues to a financial institution or bank or debenture holders.

xii The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii The provisions of any special statute applicable to chit fund have been duly complied with.

xiv The company is not dealing or trading in shares, securities, debentures and other investment.

xv The company has given guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are not prejudicial to the interest of the company

xvi No term loans has been obtained;

xvii The funds raised on short-terms basis have not been used for long term investment and vice versa.

xviii The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301of the Act

xix Debenture have not been issued by the company.

xx No Public Issue has been made.

xxi No fraud on or by the company has been noticed or reported during the year.

For TIWARI & ASSOCIATES

Chartered Accountants

Place : Delhi G. K. MISHRA

Date : 01-09-2010 (Partner)

M.NO. 092144

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Mar 31, 2009

1. We have audited the attached Balance Sheet of COGENT VENTURES (INDIA) LIMITED as at March 31, 2009 and annexed Profit and Loss Account of the Company for the year ended on that date. 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 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 a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principal 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 companies (Auditor's Report) (Amendment) Order, 2004) 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 paragraph 4A and 4B of the said Order.

4. Further to our comments in the notes forming part of the accounts particularly 11 to 16 and annexure referred to above, we report that:

a). We have obtained all the information and explanations that 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 the books of account.

c). The Balance Sheet and the Profit and Loss account dealt with by this report are in agreement with the books of account.

d). In our opinion, the Balance Sheet and the Profit and Loss account comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956, to the extent applicable;

e). On the basis of written representations 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 along with the notes annexed hereto, give the information required by the Companies Act, 1956, in the manner so required; and give a true and fair view:

i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2009; and

ii) In the case of Profit and Loss Account, of the Profit of the company, for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

Re: COGENT VENTURES (INDIA) LIMITED Reffered to in paragraph 3 of our Report of even date,

1. a) The company Fixed Assets register has been misplaced during the course of shifting. The company is in process to maintain the same.

b) All the assets have been physically verified by the management during the year but there is a 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 discrepancy was noticed on such verification.

c) According to the information and explanation given to us the company has disposed off all part of the fixed assets during the year.

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 procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business. The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. a) The company has taken loan in the form of unsecured loan from its directors & associate companies covered in the register maintained under section 301of the companies Act, 1956.

b) In our opinion the rate of interest & other terms & conditions on which loans have been taken from the directors & other parties are not prima facie, prejudicial to the interest of the company.

c) The company is regular in repaying the principle amount as stipulated & has been regular in the payment of interest. There are no loans given by the company. No amount of either principle or interest was due for payment during the year.

d) There is no overdue amount of loans taken from or granted to companies, firms or other parties listed in the register maintained under section 301 of the companies act, 1956.

4. In our opinion and according to the information & explanations given to us, there are adequate internal control procedures commensurate with the size of the company.

5. a) According to the information & 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 has been so entered.

b) In our opinion & according to the information & explanations given to us, the transactions made in pursuance of Contracts or arrangements entered register maintained under section 301 companies act,1956.

6. In our opinion and according to the information given to us, the company has not taken or accepted any deposits as per provisions of Section 58-A, and 58-AA of the companies Act, 1956.

7. In our opinion, the Company is not having internal audit system.

8. The provisions of under section 209(1) (d) of the Companies Act, 1956 are not applicable.

9. a) The company is regular in depositing with appropriate authorities undisputed statutory dues, and other Material statutory dues applicable to it.

b) According to the information & explanations given to us, no undisputed amount expect Rs. 4.69 lacs payable in respect of income tax, was in arrears, as at 31.03.2009 for a period of more than six months from the date they become payable.

c) According to the information & explanations given to us there are no dues of sales tax, Wealth Tax, Custom Duty, Excise Duty and cess , which have not been deposited on account of any dues.

10. In our opinion, the accumulated losses of the company are not more than fifty per cent of its net worth. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year. However, the provisions of SICA, is not applicable.

11. In our opinion and according to the information & explanations given to us, the company is not defaulted in repayment of dues to a financial institutions or debenture holders.

12. We are of the opinion that the company has maintained adequate records where the company has 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 chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(iii) of the companies (Auditors report)order 2003 are not applicable to the company.

14. In our opinion, the company is not dealing or trading in shares, securities, debentures and other investment. Accordingly, the provisions of clause 4 (xiv) of the companies (Auditors report) order 2003 are not applicable to the company.

15. In our opinion, the terms and conditions on which the company has not given guarantee for loans taken by others from banks or financial institutions.

16. In our opinion, the company has not borrowed any term loan during the year under audit.

17. According to the information & explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised short-term basis have been used for long term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

18. According to the information & explanations given to us the company has not made any preferential allotment of shares.

19. According to the information & explanations given to us, during the period covered by our audit report the company had not issued any debentures.

20. According to the information & explanations given to us No fraud on or by the company has been noticed or reported during the course of our audit.

For S.D. PATHAK & CO.

Chartered Accountants

SD/-

Place : New Delhi S.D. PATHAK

Date : 14-08-2009 (Proprietor)