1.  We have audited the attached Balance Sheet of BRAHMAPUTRA
 INFRAPROJECT LIMITED as at 31st March 2012 and also the Statement of
 Profit & Loss 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 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 statement. An audit also includes
 assessing the accounting principles used and significant estimates made
 by the 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
 issued by the Central Government of India in terms of Section 227(4A)
 of the Companies Act, 1956 and on the basis of such checks as we
 considered appropriate we enclose in the Annexure a statement on the
 matters specified in paragraphs 4 and 5 of the said order.
 
 4.  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 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 Financial Statements dealt with by this report are in agreement
 with the books of accounts;
 
 d) In our opinion and to the best of our information and explanation
 given to us, the financial statements dealt with by this report comply
 with the applicable Accounting Standards referred to in section 211
 (3C) of the Companies Act,1956 to the extent applicable;
 
 e) On the basis of written representations received from the Directors
 and taken on record by the Board of Directors, we report that none of
 the Directors are disqualified as on 31st March, 2012 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 together with the
 Significant Accounting Policies and Other Disclosures give the
 information required by the Companies Act, 1956 in the manner so
 required and present a true and fair view in conformity with the
 accounting principle generally accepted in India in the case of;
 
 (a) the Balance Sheet, of the state of affairs of the company as at
 31st March, 2012,
 
 (b) the Statement of Profit and Loss, of the profit of the company for
 the year ended on that date and;
 
 (c) the Cash Flow statement, of the cash flows for the year ended on
 that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 (Referred to in Paragraph 3 of our Report of even date)
 
 Based on the audit procedures performed for the purpose of reporting a
 true and fair view on the Financial Statements of the Company and
 taking into consideration the information and explanation given to us
 and the books of account and other records examined by us in the normal
 course of audit, we report that;
 
 1.  (a) The Company has maintained proper records of fixed assets
 showing full particulars including quantitative details and situation
 of fixed assets. However due to frequent movement of fixed assets -
 movable construction equipments from site to site, actual location of
 such assets has not been mentioned in the records. A significant
 portion of the fixed assets have been physically verified by the
 management during the year ,which in our opinion is reasonable having
 regard to the size of the Company and nature of its business. No
 material discrepancies were noticed on such physical verification.
 
 (b) There was no substantial disposal of fixed asset during the year
 under audit.
 
 2.  As per information and explanations given to us, the inventories of
 Raw Material and construction materials at company''s sites which
 includes work in progress, have been physically verified by the
 management at reasonable intervals during the year. In our opinion and
 according to the information and explanations given to us, the
 procedure of physical verification of inventories followed by the
 management is reasonable and adequate in relation to size of the
 Company and the nature of its business. The Company is mainly engaged
 in business of construction. In view of multifarious jobs at different
 sites spread at different locations and practical difficulties, records
 of inventory have been maintained in ERP System and consumption booked
 on Quarterly basis.
 
 3.  (a) According to the information & explanation given to us, the
 company has not granted unsecured loans to any parties covered in the
 registered maintained u/s 301 of the Companies Act, 1956.
 
 (b) According to the information and explanation given to us, the
 company has taken unsecured loans from two companies covered in the
 register maintained u/s 301 of the Companies Act 1956. The maximum
 amount outstanding during the year was Rs 218 Lacs (Previous Year Rs.
 271.50 Lacs) and year end balance was Rs. Nil ( Previous Year - Nil) .
 
 (c) We are of the opinion that the rate of interest and other terms and
 conditions on which loans, have been taken by the company are not
 prejudicial to the interest of the company.
 
 (d) The Company is regular in repayment of principal amount & interest
 wherever applicable.
 
 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 and fixed assets and for the Contract receipt and
 services. During the course of our audit, we have not observed any
 major weakness in internal controls.
 
 5.  (a) Based on our audit procedure applied by us and according to the
 information and explanations provided by the management, we are of the
 opinion that the particulars of contract and / or arrangements referred
 to in section 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
 arrangement entered in the register maintained under Section 301 of the
 Companies Act, 1956 and exceeding the value of rupees five lacs 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.  As per the information and explanations given to us, the company
 has not accepted any deposits from the public.
 
 7.  In our opinion the internal audit system of the Company is
 commensurate with the size and the nature of its business.
 
 8.  The maintenance of cost records has been prescribed by the Central
 Govt. under section 209 (1) (d) of the Companies Act, 1956 vide
 Companies (Cost Accounting Records) Rules, 2011 and we are of the
 opinion that prima facie the prescribed records have been made and
 maintained.
 
 9.  (a) The company, is generally regular in depositing undisputed
 statutory dues including Provident fund, Investor Education Protection
 fund, Employees'' State Insurance, Income tax, Sales- tax, Wealth-
 Tax, Customs Duty, Excise Duty, Cess, Entry Tax, Service Tax and other
 statutory dues with the appropriate authorities.
 
 (b) According to the information and explanation given to us no
 undisputed amounts payable in respect of the aforesaid dues were
 outstanding as on 31st March, 2012 for a period of more than six months
 from the date it become payable, except in respect of the following:
 
 S.  No. Name of Dues          Amount Outstanding for More Than 6 Months
 
 1       Income Tax                     35,48,664/-
 
 2       Service Tax                     7,52,209/-
 
 (c) According to the information and explanation given to us there are
 no dues of Income Tax , Sales Tax, Wealth Tax, Service Tax, Custom Duty
 and Excise Duty which have not been deposited on account of any
 dispute.
 
 10.  The Company has no accumulated losses for the year ended 31st
 March 2012 and it has not incurred any cash losses during the said
 period covered by our audit or in the immediately preceding financial
 year.
 
 11.  As per books and records maintained by the Company and according
 to the information and explanation given to us, the Company has not
 defaulted in repayment of dues to financial institutions or Banks.
 
 12.  In our opinion and according to the information and explanation
 given to us, no Loans and Advances have been granted by the Company on
 the basis of security by way 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, Clause 4 (xiii) of the Companies
 (Auditor''s Report) Order 2003 is not applicable to the company.
 
 14.  The Company is not dealing or Trading in Shares, Debentures and
 other investment. However the company is holding investment in shares
 of associate company and further the company is holding all the
 investments in its own name.
 
 15.  According to the information and explanations given to us, the
 Company has not given bank guarantees for and on behalf of others.
 
 16.  The Company has raised term loans during the year and the same
 were applied for the purpose for which the loans were obtained.
 
 17.  According to the information and explanation 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.  During the year covered under our audit, Company has not made any
 preferential Allotment of shares to the parties and companies covered
 in the Register maintained under section 301 of the Companies Act,
 1956.
 
 19.  The Company has not issued any debentures during the year.
 
 20.  The Company has not raised any money by way of public issue during
 the year.
 
 21.  In our opinion and according to the information and explanations
 given to us by the management which have been relied upon by us, no
 fraud on or by the Company has been noticed or reported during the
 year.
 
                                              For A.B Bansal and Company
 
                                                   Chartered Accountants
 
                                                             A.B. Bansal
 
 Place : New Delhi                                               Partner
 Dated: 03.09.2012                                           M.No. 84628