1.  We have audited the attached Balance Sheet of GEECEE VENTURES
 LIMITED (Formerly known as GWALIOR CHEMICAL INDUSTRIES LIMITED) as at
 31st March 2012, and also the Profit & Loss Statement and Cash Flow
 Statement for the year ended on that date, both annexed thereto,
 (hereinafter collectively referred as financial statements).
 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 have 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 the management, as well as evaluating the overall presentation of
 the financial statements. 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) issued by the Central Government in terms of sub-section (4A)
 of section 227 of the Companies Act, 1956 (The ''Act'') and on the
 basis of such checks as we considered appropriate and according to the
 information and explanation given to us during the course of audit, we
 set out in the Annexure, a statement on the matters specified in
 paragraphs 4 and 5 of the said order.
 
 4.  Subject to 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, proper books of account as required by law have been
 kept by the Company so far as it appears from our examination of such
 books;
 
 c) The Financial Statements dealt with by this report, are in agreement
 with the books of account;
 
 d) In our opinion, the financial statement dealt with this Report,
 comply with the applicable accounting standards referred to in Section
 211 (3C) of the Act;
 
 e) On the basis of written representations received from the directors
 and taken on records by the Board of Directors, we report that none of
 the Directors of the Company is disqualified as on 31st March 2012 from
 being appointed as a director in terms of clause (g) of sub-section (1)
 to Section 274 of the Act.
 
 f) In our opinion, and to the best of our information and according to
 the explanations given to us, said Financial Statement read together
 with the notes thereon, give the information required by the Act, in
 the manner so required and give a true and fair view in conformity with
 the accounting principles generally accepted in India;
 
 i.  in the case of Balance Sheet, of the state of affairs of the
 Company for the year ended as at 31st March 2012;
 
 ii.  in the case of Profit & Loss Statement, of the profit of the
 Company for the year ended as at 31st March 2012; and
 
 iii. In the case of Cash Flow Statement of the Cash Flow of the company
 for the year ended as at 31st March 2012.
 
 Annexure referred to in Para 3 of our Report of even date on the
 financial statements for the year ended 31st March 2012 of GEECEE
 VENTURES LIMITED (Formerly known as GWALIOR CHEMICAL INDUSTRIES
 LIMITED)
 
 Based on the audit procedures performed for the purpose of reporting a
 true and fair view of the financial statements of the Company and
 taking into consideration the information and explanations given to us
 and the books and other records examined by us in the normal course of
 our audit. We report that,
 
 We have prepared this annexure on the basis of the books of account
 examined; and information and explanations obtained by us during the
 course of our audit. Further, in our opinion and to the best of our
 knowledge we report that -
 
 I.  (a) The Company has maintained unit wise proper record showing full
 particulars including quantitative details and situation of its fixed
 assets. However in respect of furniture and fixtures, office equipment
 and data processing equipment record in terms of values are only kept.
 
 (b) Some of the fixed assets were physically verified during the year
 by the management in accordance with a program of verification, which
 in our opinion provides for physical verification of all the fixed
 assets at reasonable intervals. According to information and
 explanation given to us, no material discrepancies were noticed on such
 verification.
 
 (c) No assets were disposed off during the year.
 
 II.  (a) The inventories have been physically verified by management
 during the year at reasonable intervals, except materials lying with
 third parties, where confirmations are obtained.
 
 (b) In our opinion, the procedures of physical verification of
 inventory followed by the management are reasonable and adequate in
 relation to the size of the company and nature of its business.
 
 (c) The Company has maintained proper records of inventory. The
 discrepancies noticed on physical verification of inventories as
 compared to book records were not material and have been properly dealt
 in books of account.
 
 III. (a) The Company has granted advance to firms and other parties
 covered in the register maintained under section 301 of the Act.
 
 (b) The Terms & Conditions are not prejudicial to the interest of the
 company.
 
 (c) The repayment of the principal amount and interest are repayable on
 demand.
 
 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 for the purchase of inventories and fixed assets and with
 regards to the sale of goods and services. In our opinion and according
 to the information and explanation given to us, there is no continuing
 failure to correct major weakness in the internal controls.
 
 V.  (a) In respect of transactions entered in the register maintained
 in pursuance of section 301 of the Companies Act 1956, to the best of
 our knowledge and belief and according to the information and
 explanations given to us, particulars of contracts or arrangements that
 needed to be entered into the register have been so entered.
 
 (b) The transactions in pursuance of such contracts or arrangements
 have been made at prices which are prima facie reasonable having regard
 to the prevailing market prices at the relevant time.
 
 VI.  The Directives issued by the Reserve Bank of India and the
 provisions of sections 58A and 58AA or any other relevant provisions of
 the Companies Act, 1956 and the rules framed there under have been
 complied with in respect of deposits accepted from the public, However
 company has not accepted public deposit for the year ended 31st March
 2012.
 
 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 explanations given to us and to the best of our
 knowledge the Company has not been prescribed by the Central Government
 under section 209(1) (d) of the Companies Act, 1956 to maintain cost
 records.
 
 IX.  (a) According to the information and explanations given to us on
 the basis of examination of the books of account, the Company has been
 generally regular in depositing undisputed statutory dues including
 Provident Fund, Investor Education and Protection Fund, Employees''
 State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom
 Duty, Excise Duty, Cess and other material statutory dues with
 appropriate authorities. According to the information and explanation
 given to us, the Company did not have any undisputed amounts payable in
 this respect at 31st March 2012 for a period of more than six months
 from the date they became payable.
 
 (b) According to the information and explanation given to us, dues of
 Sales Tax, Entry Tax, Central Excise and Service Tax have not been
 deposited by the Company with the appropriate authorities on account of
 disputes as follows.
 
 Name of the                Nature of Dues                 Amount
 Statute                                                  (Rs. In lacs)
 
 State and Central          Tax, Interest and               122.00
 Sales Tax Acts             Penalty for non
                            submission of forms and 
                            other disallowances
 
 State and Central          On account of                    10.28
 Sales Tax Acts             C-Forms & Tax on Freight 
                            charges
 
 State Entry Tax Act        Taxes                             2.46
 
 Central Excise             Other disallowances              13.14 
 Duty
 
 Income Tax                 On account of Non                51.65
 A.Y2008-09                 TDS Deduction on
                            steamer freight
 
 On A/c of VAT              On account of VAT                30.92 
 Reversal 08-09             reversal difference on
                            Depot Transfer
 
 On A/c of VAT              On account of VAT                46.46
 Reversal 07-08             reversal difference on
 Assessment                 Depot Transfer 
 Re-open
 
 Name of the            Year to which the     Forum where 
                        amount relates        dispute is pending
 
 State and Central
 Sales Tax Acts             1996-99           High Court - Indore
 
 State and Central 
 Sales Tax Acts             2001-02           Appellant Tribunal - Bhopal
 
 State Entry Tax Act        1995-96           Appellant Tribunal 
                            2000-01           - Bhopal
 
 Central Excise Duty        2007-08           Appellant Tribunal 
                                              - New Delhi
 
 Income Tax A.Y.2008-09     2008-09           CIT Appeal - Mumbai
 
 On A/c of VAT Reversal 
 08-09                      2008-09           Appellant Tribunal - Bhopal
 
 On A/c of VAT Reversal 
 07-08 Assessment Re-open   2007-08           Asst. Commissioner - Ujjain
 
 X.  The Company does not have any accumulated losses and has not
 incurred cash losses during the current year and in the immediately
 preceding financial year.
 
 XI.  According to the records of the Company examined by us and the
 information and explanation given to us, the Company has not defaulted
 in repayment of dues to any financial institution or bank as at the
 balance sheet date.
 
 XII. According to the information and explanations given to us, the
 Company has not granted any loans or advances on the basis of security
 by way of pledge of shares, debentures and other securities.
 
 XII. The Company is not dealing or trading in shares, securities,
 debentures and other investments.
 
 XIV. According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from bank
 or financial institutions.
 
 XV.  In our opinion and according to the information and explanations
 given to us and on an overall examination, the term loans have been
 applied for the purpose for which they were raised.
 
 XVI. On the basis of our examination of the Cash Flow statement and
 other records, the funds raised on short-term basis have not been used
 for long-term investment.
 
 XVII.  During the period under review the Company has not made any
 preferential allotment of shares to parties and companies covered in
 the register maintained in pursuance of section 301 of the Companies
 Act, 1956.
 
 XVIII.  The Company has not issued any secured debentures during the
 period under review.
 
 XIX. The Company has not raised any money by public issue during the
 year. Accordingly the provisions of the Clause IV (xx) of the order are
 not applicable.
 
 XX.  No fraud on or by the Company has been noticed or reported during
 the period covered by our audit.
 
 
                                                  For SARDA & PAREEK
 
                                               Chartered Accountants
 
                                                         FRN 109262W
 
                                                        Gaurav Sarda
 
                                                             Partner 
 
                                                        M. No.110208
 
 Place : Mumbai
 
 Date : 30th May, 2012