We have audited the attached Balance Sheet of GCCL INFRASTRUCTURE AND
 PROJECTS LIMITED as at 31st March 2012 and also the Profit and Loss
 Account of the Company for the year ended on that date, annexed
 thereto, and report that:
 
 1) As required by the Companies (Auditor''s Report) Order, 2003 issued
 by the Central Government of India in term of sub - section (4A) of
 Section 227 of the Companies Act, 1956, we enclose in the annexure a
 statement on the matters specified in paragraphs 4 and 5 of the said
 order.
 
 2) We conduct 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 whetherthe 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 included
 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) Furtherto our comments in paragraph (1) above:
 
 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, The Company has maintained proper books of accounts
 as required by Law, so far, as appears from our examination of those
 books.
 
 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 Profit and Loss Account and the Balance Sheet
 comply with the Accounting Standards referred to in sub-section (3C) of
 Section 211 of the Companies Act, 1956.
 
 e) On the basis of the representations/received from the directors of
 the Company, we report that none of the directors is disqualified from
 being appointed as a director of the Company under clause(g) of
 sub-section (1) of section 274 of the CompaniesAct, 1956.
 
 f) Subject to the above, in our opinion and to the best of our
 information and according to the explanations given to us, the
 accounts, read with the accounting policies and other notes, give the
 information required by the Companies Act, 1956,in the manner so
 required and give a true and fair view:-
 
 1.  In the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March,2012 and
 
 2.  In the case of the Profit and Loss Account, of the loss for the
 year ended on that date.
 
 3.  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 GCCL INFRASTRUCTURE AND PROJECT LTD.  (REFERRED TO IN
 PARAGRAPH 1 OF OUR REPORT OF EVEN DATE)
 
 (1) (a) The company has maintained generally proper records showing
 full particulars including quantitative details and situation of fixed
 assets.
 
 (b) As explained to us, the Management has physically verified the
 Company''s fixed assets during the year and no material discrepancies
 were noticed on such verification.
 
 (2) (a) The inventory has been physically verified by the Management
 during the year. The frequency of such verification is reasonable.
 
 (b) In our opinion, the procedures of physical verification of stocks
 followed by the Management are reasonable and adequate in relation to
 the size of the company and the nature of its business.
 
 (c) The discrepancies noticed on such physically verification of stock
 as compared to books records were not material and the same have been
 properly dealt with in the books of accounts.
 
 (3) (a) According to the information and explanations given to us, the
 company has granted and taken loans
 
 and advances from companies, firms or other parties listed in the
 registers maintained under section 301 and the companies underthe same
 management. The maximum amount involved during the year towards loan
 granted was NIL and towards the loan taken was Rs NIL. The year end
 balance of loans taken from such parties was Rs NIL and year end
 balance of loan granted to such party was Rs 203.76 Lacs
 
 (b) In our opinion , the rate of interest and other terms and
 conditions on which loans have been taken from / granted to companies,
 firms or other parties listed in the registers maintained under Section
 301 are not, prima facie prejudicial to the company.
 
 (c) The company is regular in repaying the principal amounts as
 stipulated and has been regular in the payment of interest wherever
 applicable. The parties have repaid principal amounts as stipulated and
 have been regular in payment of interest wherever applicable.
 
 (d) There is no overdue amount of loans taken from or granted by the
 companies, firms or other parties listed in the register maintained
 under Section of 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 purchase of inventories, fixed assets and with
 regard to the sale of goods, if any.
 
 (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 explanation
 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 price at relevant time.
 
 (6) The company has not accepted deposit from public coming under the
 purview of section 58 A of the Companies Act, 1956 and the Companies
 (Acceptance of Deposits) Rule, 1975.
 
 (7) The company has an internal Audit System Commensurate with the size
 of the company and its nature of business.
 
 (8) The Central Government has not prescribed maintenance of the cost
 records under Section 209 (1) (d) of the Companies Act, 1956 in respect
 of the products manufactured by the company.
 
 (9) According to the records of the Company, the company is regular in
 depositing with appropriate authorities undisputed statutory dues.
 There are no undisputed statutory dues as on the last day of the
 financial year which are outstanding for more than six months from the
 date they become payable except TDS Interest amount.
 
 (10) In our opinion, the accumulated losses are not more than fifty
 percent for net worth.
 
 (11) The company has not defaulted in repayment of dues to financial
 institutions and banking institutions.
 
 (12) According to the information and explanations given to us, the
 company has not granted any loan or advance on the basis of security by
 way of pledge of shares or debentures or any other securities.
 
 (13) In our opinion, the company is not a chit fund or a nidhi / mutual
 benefit fund / society. Therefore the provisions of clause 4 (xiii) of
 the Companies (Auditors'' Report) Order, 2003 are not applicable to the
 company.
 
 (14) In our opinion, the company is not dealing in ortrading shares,
 securities, debentures and other investments.  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 company has not given any guarantee for loans
 taken by others from banks or financial institutions and hence the
 provisions relating to clause 4 (xv) are not applicable to the Company.
 
 (16) This clauses is not applicable as no term loans been raised during
 the year.
 
 (17) According to the information and explanation given to us and on
 overall examination of balance sheet of the company, We report that no
 short term funds have been used for long term purposes not long term
 funds are used for short term purposes.
 
 (18) According to the information and explanation 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.
 
 (19) No debentures have been issued during the year.
 
 (20) The company has not raised any money by public issue during the
 year.
 
 (21) According to the information and explanation give to us, no fraud
 on or by the company has been noticed or reported during the course of
 our audit.
 
 
 
                                          For Hiren K. Shah & Co.  
 
                                          (Chartered Accountants)
 
 Place : Ahmedabad                                 Hiren K. Shah
 
 Date : 28/07/2012                                   (Proprietor)