1.  We have audited the attached Balance Sheet of GANESH HOUSING
 CORPORATION LIMITED as at 31st March, 2011 and the Profit and Loss
 Account and Cash Flow Statement 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 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 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, issued
 by the Central Government of India in terms of subsection (4A) of
 section 227 of the Companies Act, 1956, we enclose in the annexure a
 statement on the matters specified in paragraph 4 & 5 of the said
 order.
 
 4 Further, 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 such
 books.
 
 c) The Balance Sheet the Profit and Loss Account and the Cash Flow
 statement referred to in this report are in agreement with the books of
 account.
 
 d) In our opinion the Balance- Sheet, the Profit & Loss Account and the
 Cash Flow Statement comply with the Accounting Standards referred to in
 sub-section (3C) of section 211 of the Companies Act, 1956.
 
 e) On the basis of written representations received from the directors
 of the company and taken on record by the board of directors, we report
 that no director is disqualified as at March 31, 2011 from being
 appointed as director of the company under 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 explanations given to us, the said accounts read together with the
 significant accounting policies and 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 so far as it relates to the Balance Sheet, of the state of
 affairs of the Company as at 31st March, 2011 and
 
 ii.  in so far as it relates to the Profit and Loss Account, of the
 profit for the year ended on that date.
 
 iii.  in the case of the Cash Flow Statement, of the cash flow for the
 year ended on that date.
 
 
 Annexure to The Auditors'' Report
 TO THE MEMBERS OF :
 GANESH HOUSING CORPORATION LIMITED,
 
 (i) (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) All the assets have not been physically verified by the management
 during the year but there is a regular programme 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.
 
 (c) The fixed assets disposed off during the year, do not constitute
 substantial part of the fixed assets of the company and such disposal
 in our opinion, has not affected the going concern status of the
 company.
 
 (ii) (a) The company is accounting various construction projects being
 built by it, as inventory. There is a continuous monitoring of the
 construction projects. Hence, the question of physical verification of
 the project does not arise. The question of frequency of verification
 being reasonable does not arise. In case of Inventory of Raw materials,
 the Company follows the policy that Raw materials received on the site
 are taken as consumed. Hence, the question of physical verification of
 inventory conducted at reasonable intervals does not arise. There is a
 closing stock of WIP at the end of the year.
 
 (b) The question of the procedures of physical verification of
 inventory followed by the management being reasonable and adequate in
 relation to the size of the company does not arise considering the
 nature of inventory.
 
 (c) The inventory shown in the accounts is in the nature of various
 construction projects. Hence, normal inventory records associated with
 manufacturing companies are not being kept. However, the company is
 maintaining the necessary records to our satisfaction. No discrepancies
 were noticed on verification between the physical stocks and book
 records.
 
 (iii) (a) The company has granted interest free business advance,
 secured or unsecured to 10(Ten) companies covered in the register
 maintained under section 301 of the Companies Act, 1956. The maximum
 amount involved during the year was Rs. 6,56,69,15,173/- and the year
 end balance of business advances granted to such companies was Rs.
 4,33,81,67,230/-.
 
 The company has granted interest free unsecured loan to one other party
 covered in the register maintained under section 301 of the Companies
 Act, 1956. The maximum amount involved during the year was Rs.
 7,66,361/- and loan to any firm covered in the registered maintained
 under section 301 of the Companies Act, 1956.
 
 (b) The company has granted unsecured interest free business advances,
 to companies covered in the register maintained under section 301 of
 the Companies Act, 1956. As the said advances are in the nature of
 business dvances, the question regarding the rate of interest and other
 terms and conditions being prima facie prejudicial to the interest of
 the company does not arise.
 
 The company has also granted unsecured interest free loan, to other
 party covered in the register maintained under section 301 of the
 Companies Act, 1956. In our opinion, the rate of interest and other
 terms and conditions on which loan has been granted to a other party,
 listed in the register maintained under section 301 of the Companies
 Act, 1956 are, prima- facie, prejudicial to the interest of the
 Company, as they are interest free and unsecured.
 
 (c) The business advances and loan granted are interest free and
 repayable on demand. Hence, the question of regular repayment of
 principal amount and interest does not arise.
 
 (d) There is no overdue amount of business advances and loan granted by
 the company to companies & other party listed in the register
 maintained under Section 301 of the Companies Act, 1956, as the loans
 are repayable on demand.
 
 (e) The company had taken unsecured loans from 2(Two) Companies covered
 in the register maintained under section 301 of the Companies Act,
 1956. The maximum amount involved during the year was Rs. 1,04,27,898/-
 and the year end balance of loans taken from such Companies was Rs.
 Nil.
 
 The company had not taken any loan from other party & firm covered in
 the register maintained under section 301 of the Companies Act, 1956.
 
 (f) In our opinion, the rate of interest and other terms and conditions
 on which loans have been taken from Companies & other parties listed in
 the register maintained under section 301 of the Companies Act, 1956
 are not, prima-facie, prejudicial to the interest of the Company as the
 said loans are interest free and unsecured.
 
 (g) There is no overdue amount in case of loans taken by the company as
 the loans are repayable on demand and interest free.
 
 (iv) 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 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 weakness in the internal
 control system.
 
 (v) (a) According to the information and explanations given to us, we
 are of the opinion that the contracts & arrangements 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 such
 contracts/arrangement have been made at prices which are reasonable
 having regard to prevailing market prices at the relevant time.
 
 Since the transactions were in the nature of loan given and taken the
 question of entering the transaction at the prevailing market price
 does not arise. However, the interest has not been charged for loan
 taken as well as given.
 
 (vi) Directives issued by the Reserve Bank of India and the provisions
 of sections 58A, 58AA or any other relevant provisions of the Companies
 Act, 1956 and the rules framed there under, to the extent applicable,
 have been complied with.
 
 We are informed by the management that no order has been passed by the
 Company Law Board, National Company Law Tribunal or Reserve Bank of
 India or any Court or any other Tribunal.
 
 (vii) In our opinion, the Company has an internal audit system,
 commensurate with the size of the company and nature of its business.
 
 (viii) According to the information and explanations given to us, the
 Central Government has not prescribed the maintenance of cost records
 under clause (d) of subsection (1) of section 209 of the Companies Act,
 1956 for any of the products of the company.
 
 (ix) (a) According to the records of the company, undisputed statutory
 dues including Provident Fund, Employees'' State Insurance, Income Tax,
 Sales tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and
 other statutory dues with the appropriate authorities have been
 generally regularly deposited.
 
 (b) According to the information and explanations given to us no other
 undisputed amounts payable in respect of the aforesaid dues were
 outstanding as at 31st March, 2011 for a period of more than six months
 from the date of becoming payable other than the following:
 
 Name of Statute  F.Y.         Amount Rs.     Name of Authority
 
 Stamp Duty       2001-2002     175402/-      Superintendent of 
                                              stamps– Gandhinagar,
                                              Gujarat
 
 Stamp Duty       2007-2008    Amount not
                               determined.    Superintendent of stamps–
                                              Gandhinagar, Gujarat
                               However, as 
                               per estimate
                               by the company
                               approximately
                               Rs. 30000000/-
 
 (c) According to the information and explanations given to us, there
 are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom
 Duty, Excise Duty and Cess, which have not been deposited on account of
 any dispute other than the following:
 
 Name of Statute      F.Y.     Amount Rs.   From where dispute is pending
 
 MAT               2007-2008   111543019/-           CIT (Appeal)
 
 (x) The company has no accumulated losses and has not incurred any cash
 losses during the current financial year and in the immediately
 preceding financial year.
 
 (xi) In our opinion and according to the information and explanations
 given to us at the end of the year the company has not defaulted in
 repayment of dues to a bank and financial institution. The company has
 not issued any debentures.
 
 (xii) The Company has not granted loans and advances on the basis of
 security by way of pledge of shares, debenture and other securities.
 Accordingly, clause 4(xii) of the Companies (Auditor''s Report) Order,
 2003 is not applicable.
 
 (xiii) In our opinion, the Company is not a Chit Fund or a Nidhi /
 Mutual Benefit Fund / Society. Accordingly, the provisions of clause
 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not
 applicable to the Company.
 
 (xiv) In our opinion, the Company is not dealing in or trading in
 Shares, Securities, Debentures and other Investments. All the
 investments are held by the Company in its own name. in case of Yash
 Organisor Pvt. Ltd. 10 no. of shares are not held in the name of the
 company. However, the company has completed the necessary formalities
 U/s. 187(c) of the Companies Act, 1956.
 
 (xv) According to the information and explanations given to us, the
 company has not given any guarantee for loans taken by others from
 Banks and Financial Institutions. Accordingly, Clause 4(xv) of the
 Companies (Auditor''s Report) Order, 2003 are not applicable to the
 company.
 
 (xvi) In our opinion the term loans have been applied for the purpose
 for which they were availed.
 
 (xvii) 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.
 
 (xviii) According to information and explanations 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 Companies Act, 1956. Accordingly, Clause 4(xviii) of the
 Companies (Auditor''s Report) Order,2003 are not applicable to the
 company.
 
 (xix) The Company has not issued any Debentures. Accordingly, Clause
 4(xix) of the Companies (Auditor''s Report) Order, 2003 are not
 applicable to the company.
 
 (xx) The Company has not raised any money by Public Issue during the
 year Accordingly, Clause 4(xx) of the Companies (Auditor''s Report)
 Order, 2003 are not applicable to the company.
 
 (xxi) According to the information and explanations given to us, no
 fraud on or by the Company has been noticed or reported during the
 year, in course of our audit.
 
 
                                         FOR, J.M.PARIKH & ASSOCIATES 
 
                                                CHARTERED ACCOUNTANTS 
 
                                                        FRN:- 118007W
 
 PLACE:- AHMEDABAD 
 
 DATE :- 12/08/2011.
 
                                                         KAUSHAL SHAH
 
                                                              PARTNER
 
                                              MEMBERSHIP NO.:- 127379